F-4

As filed with the Securities and Exchange Commission on August 31, 2007

Registration Number. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TAM Capital Inc.
(Exact name of registrant as
specified in its charter) TAM S.A.
(Exact name of registrant as
specified in its charter) TAM Linhas Aéreas S.A.
(Exact name of registrant as
specified in its charter)

Not applicable
(Translation of registrant name into
English) Not applicable
(Translation of registrant name into
English) TAM Airlines S.A.
(Translation of registrant name into
English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) The Federative Republic of Brazil
(State or other jurisdiction of
incorporation or organization) The Federative Republic of Brazil
(State or other jurisdiction of
incorporation or organization)

4512
(Primary Standard Industrial
Classification Code Number) 4512
(Primary Standard Industrial
Classification Code Number) 4512
(Primary Standard Industrial
Classification Code Number)

Not applicable
(I.R.S. Employer Identification
Number) Not applicable
(I.R.S. Employer Identification
Number) Not applicable
(I.R.S. Employer Identification
Number)

Av. Jurandir, 856, Lote 4, 1° andar

04072-000, São Paulo, SP

Federative Republic of Brazil

+ 55 11 5582 8817

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

National Corporate Research, Ltd.

225 West 34th Street, Suite 910

New York, New York 10122

+ 1 212 947 7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to

Sara Hanks

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

+1 212 878 8014

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

			Proposed Maximum
Title of Each Class	Amount to be	Proposed Maximum	Aggregate	Amount of
of Securities to be Registered	Registered	Offering Price per Unit(1)	Offering Price(1)	Registration Fee
7.375% Senior Guaranteed Notes due 2017	U.S.$300,000,000	100%	U.S.$300,000,000	U.S.$9,210
Guarantee	U.S.$300,000,000	—	—	None(2)
Guarantee	U.S.$300,000,000	—	—	None(2)

(1)	The securities being registered are offered in exchange for 7.375% Senior Guaranteed Notes due 2017 previously sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(f) of the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

TAM Capital Inc.

(an exempted company incorporated with limited liability in the Cayman Islands)

U.S.$300,000,000
7.375% Senior Guaranteed Notes due 2017
Unconditionally guaranteed by TAM S.A. and TAM Linhas Aéreas S.A.

The exchange offer:	TAM Capital Inc. (the “Issuer”) is offering to exchange up to U.S.$300,000,000 aggregate principal amount of its 7.375% Senior Guaranteed Notes due 2017, or “exchange notes,” which are registered under the Securities Act of 1933, as amended, for any and all of its 7.375% Senior Guaranteed Notes due 2017, or “unregistered notes,” that were issued on April 25, 2007. The exchange notes are unconditionally guaranteed as to payment of principal and interest by TAM S.A. and TAM Linhas Aéreas S.A. The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.
	The terms and conditions of the exchange offer are summarized below and more fully described in this prospectus.
Expiration date:	5:00 p.m. (New York City time) on          , 2007 unless extended.
Withdrawal rights:	Any time before 5:00 p.m. (New York City time) on the expiration date.
Exchange notes:	The exchange notes will have the same terms and conditions as the unregistered notes they are replacing, which are summarized below and described more fully in this prospectus, except that the exchange notes will not contain terms with respect to transfer restrictions or interest rate increases that relate to our failure to file a registration statement for the exchange notes.
Listing:	Application will be made to list the exchange notes on the Official List of the Luxembourg Stock Exchange and application will be made for the exchange notes to be traded on the Euro MTF market of the Luxembourg Stock Exchange.

You should carefully consider the risk factors beginning on page 7 of this prospectus.

We are relying on the position of the SEC staff in certain interpretative letters to third parties to remove the transfer restrictions on the exchange notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these exchange notes or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2007

Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange agent’s account at The Depository Trust Company, or DTC, or by book-entry transfer at Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or Euroclear Bank S.A./N.A., as operator of the Euroclear System (“Euroclear”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section “This Exchange Offer” in this prospectus and in the accompanying letter of transmittal.

If you are a broker-dealer that receives exchange notes for your account, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resale of exchange notes. We will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days after the date of consummation of this exchange offer.

In this prospectus, unless the context otherwise requires, the term “Issuer” refers to TAM Capital Inc. and the terms “TAM”, “we,” “our” and “us” refer to TAM S.A., a sociedade anônima organized under the laws of Brazil, and its consolidated subsidiaries (TAM Linhas Aéreas S.A., or TAM Linhas Aéreas, Transportes Aéreos del Mercosur S.A., or TAM Mercosur, Fidelidade Viagens e Turismo Ltda., or TAM Viagens, and, unless the context otherwise requires, the Issuer). All references to the “Guarantors” refer to TAM S.A. and TAM Linhas Aéreas.

In this prospectus, the term “ANAC” refers to the National Civil Aviation Agency or Agência Nacional de Aviação Civil, the national aviation agency. The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil (and includes ANAC). The term “Central Bank” refers to the Central Bank of Brazil. The terms “U.S. dollar” and “U.S. dollars” and the symbol “U.S.$” refer to the legal currency of the United States. The terms “real” and “reais” and the symbol “R$” refer to the legal currency of Brazil and the term “centavos” means the 100th part of the real.

TABLE OF CONTENTS

	Page
Available Information		ii
Incorporation of Certain Documents by Reference		ii
Forward-looking Statements		iii
Summary		1
Risk Factors		8
This Exchange Offer		10
Use of Proceeds		19
Exchange Controls and Foreign Exchange Rates		20
Ratio of Earnings to Fixed Charges		21
Capitalization		22
Management of the Issuer		23
Description of the Exchange Notes		24
Form, Denomination and Transfer		42
Taxation		45
Plan of Distribution		47
Legal Matters		48
Enforceability of Civil Liabilities		48
Experts		49
EX-3.1: MEMORANDUM AND ARTICLES OF TAM CAPITAL INC.
EX-3.3: BYLAWS
EX-4.1: INDENTURE
EX-4.2: FORM OF GLOBAL NOTE
EX-4.3: REGISTRATION RIGHTS AGREEMENT
EX-5.1: OPINION OF CLIFFORD CHANCE US LLP
EX-5.2: OPINION OF OGIER
EX-5.3: OPINION OF MACHADO MEYER SENDACZ & OPICE ADVOGADOS
EX-8.2: OPINION OF MACHADO MEYER SENDACZ & OPICE ADVOGADOS
EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS
EX-25.1: STATEMENT OF ELIGILIBILITY AND QUALIFICATION ON FORM T-1
EX-99.1: FORM OF LETTER OF TRANSMITTAL
EX-99.2: FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.3: FORM OF LETTER TO CLIENTS
EX-99.4: FORM OF LETTER TO NOMINEES
EX-99.5: FORM OF INSTRUCTIONS TO REGISTERED HOLDER
EX-99.6: FORM OF EXCHANGE AGENT AGREEMENT

AVAILABLE INFORMATION

We are subject to the periodic reporting and other informational requirements of the Exchange Act of 1934, as amended or the Exchange Act. Accordingly, we are required to file reports and other information with the Securities and Exchange Commission, or SEC.

You may inspect and copy reports and other information to be filed by us at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Regional Office located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain copies of these materials upon written request from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges, as well as the charges for mailing copies of the documents we have filed. In addition, the SEC maintains an internet website at http://www.sec.gov, from which you can electronically access these materials. You may also inspect and copy this material at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them, which means we can disclose important information by referring to those documents. The information incorporated by reference is considered to be part of this prospectus, and some later information that we file with or furnish to the SEC will automatically be deemed to update and supersede this information as provided below. We incorporate by reference the following documents that have been filed or furnished to the SEC:

•  our annual report on Form 20-F for the fiscal year ended December 31, 2006, as filed with the SEC on June 1, 2007 and which we refer to in this prospectus as “our Form 20-F”;

•  our report on Form 6-K furnished to the SEC on July 18, 2007;

•  our report on Form 6-K furnished to the SEC on July 23, 2007; and

•  our report on Form 6-K furnished to the SEC on August 30, 2007.

We also incorporate by reference in this prospectus all subsequent annual reports filed with the SEC on Form 20-F under the Exchange Act, and those of our reports submitted to the SEC on Form 6-K that we specifically identify in such form as being incorporated by reference in this prospectus, in each case, after the date of this prospectus.

As you read the documents described above, you may find inconsistencies in information from one document to another. If you find inconsistencies you should rely on the statements made in the most recent document. All information appearing in this prospectus, is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents we have incorporated by reference.

Upon written or oral request, we will provide to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost to such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus but not delivered with this prospectus, other than exhibits to such incorporated documents, unless such exhibits are specifically incorporated by reference in such document until the exchange offer is complete. You may make such a request by contacting us at: TAM S.A., Av. Jurandir, 856 – Lote 4, 1° andar, 04072-000 São Paulo, São Paulo, Federative Republic of Brazil, telephone: +55-11-5582-9715, fax: +55-11-5582-8149, email: invest@tam.com.br.

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FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. exchange notes Exchange Act of 1934, as amended, or the Exchange Act. These statements appear in a number of places in this prospectus, principally in “Risk Factors” and “Summary”, and in our Form 20-F, which is incorporated by reference herein, principally in “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects”, and include statements regarding our intent, belief or current expectations or those of our officers with respect to, among other things, the use of proceeds of the offering, our financing plans, trends affecting our financial condition or results of operations, the impact of competition and future plans and strategies. These statements reflect our views with respect to such matters and are subject to risks, uncertainties and assumptions, including, among other things:

•  economic and political developments in both Brazil and the principal international markets in which we operate;

•  our management’s expectations and estimates as to future financial performance, financial plans and the impact of competition on our business;

•  our level of indebtedness and other payment obligations;

•  our plans relating to investments and capital expenditures;

•  variations in interest rates, inflation and the exchange rate relating to the real (with respect to both potential depreciation and appreciation of the real);

•  existing and future regulations;

•  increases in fuel costs, maintenance costs and insurance premiums;

•  changes in market prices, preferences of consumers and competitive conditions;

•  cyclical and seasonal variations in our results of operations;

•  defects or other mechanical problems in our aircraft;

•  the implementation of our strategies and growth plans;

•  changes in fiscal policy and tax laws; and

•  other risk factors set forth in “Risk Factors”.

The words “believe”, “expect”, “continue”, “understand”, “hope”, “estimate”, “will”, “may”, “might”, “should”, “intend” and other similar expressions are intended to identify forward-looking statements and estimates. Such statements refer only to the date on which they were expressed and we assume no obligation to publicly update or revise any such estimates resulting from new information or any other events. As a result of the inherent risks and uncertainties involved, the forward-looking statements included in this prospectus may not be accurate and our future results of operations and performance may differ materially from those set out for a number of different reasons. No forward-looking statement in this prospectus is a guarantee of future performance and each estimate involves risks and uncertainties.

iii

SUMMARY

This summary highlights selected information from this prospectus. Because this is a summary, it does not contain all of the information that may be important to you. You should carefully read the entire prospectus to understand fully the terms of the exchange offer and the exchange notes, as well as the tax and other considerations that are important to you in making your investment decision and participating in the exchange offer. You should pay special attention to the “Risk Factors” section beginning on page 8 of this prospectus.

Overview

We provide scheduled air transportation in both the domestic market and the international market through our operating subsidiaries TAM Linhas Aéreas and TAM Mercosur. According to data provided by ANAC, we are the leading airline in the domestic market, with a 49.1% share of this market in December 2006 and a 46.1% share in December 2005, measured in revenue passenger kilometers (or RPKs, being the product of multiplying the number of paying passengers transported by the number of kilometers flown by such passengers). We offer flights throughout Brazil, serving the largest number of destinations in Brazil of all Brazilian airlines, and operate scheduled passenger and cargo air transport routes to 48 cities, in addition to an additional 26 domestic destinations that we serve through regional alliances with other airlines. We also directly serve 11 international destinations and provide connections to other destinations through commercial agreements with American Airlines, Air France-KLM and certain other airlines. We offer convenience to our passengers by offering frequent and direct flights to and from all major domestic airports at competitive prices. We carried approximately 18.2 million passengers on domestic flights and approximately 1.8 million passengers on international flights in 2005. In 2006 we carried approximately 22.9 million passengers on domestic flights and approximately 2.6 million passengers on international flights. In December 2005, we averaged 636 take-offs per day and in December 2006 we averaged 702 take-offs per day, representing an increase of 10.4%. In order to meet domestic demand, we primarily cater to the business market but also operate in the leisure and cargo markets, which complement our primary operations and allow us to maximize the use of our aircraft.

At December 31, 2006, we operated with a fleet of 95 leased aircraft, consisting primarily of Airbus models A330, A320 and A319, and we had 13,195 employees.

Since our incorporation 30 years ago, we believe that we have demonstrated a history of sustained growth and a proven ability to adapt to the various stages through which the civil aviation industry in Brazil and around the world have passed. We believe that Brazil is currently the fifth largest domestic aviation market in the world and has one of the busiest shuttle services in the world (São Paulo — Rio de Janeiro). In the past four years, we believe that our rate of growth has been significantly higher than that of our competitors in the domestic market, as indicated by the data in the following graph:

Growth rate (Index 2002)

Source: ANAC.

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We believe that we have a strong corporate culture, embedded by our founder Captain Rolim Adolfo Amaro, that permeates all levels of our company and continues to guide the day-to-day activities of our management. In order to ensure that we act in accordance with best practices and provide value-added service to our passengers, we seek to embed our culture in the training provided to new employees and believe that all of our staff are products of this practice. We strive to meet the highest international standards for safety and, in 2007, became the only Brazilian airline to receive the IOSA (IATA Operational Safety Audit) registration, widely recognized as a global standard for airline operational safety management. Our mission is to be the best, most profitable airline in Latin America, with a reputation for operational, managerial and ethical excellence, and we consistently transmit this mission statement to our employees.

We are a holding company whose principal shareholder is the Amaro family. The Amaro family owns TAM — Empreendimentos e Participações S.A., or TEP, Aerosystem S.A. Empreendimentos e Participações, or Aerosystem, and Agropecuária Nova Fronteira Limitada, or Nova Fronteira, which together own 99.97% of our common shares and exercise 99.97% of the voting rights. Accordingly the Amaro family has a significant degree of control over our business and any significant transactions we may undertake.

Our headquarters are located at Avenida Jurandir, 856, Lote 4, 1^o andar, CEP 04072-000, São Paulo, SP, Brazil. The telephone number of our Investor Relations Department is +55 11 5582-9715 and the e-mail address of our Investor Relations Department is invest@tam.com.br.

The Issuer

TAM Capital Inc., issuer of the unregistered notes and the exchange notes, is an exempted limited liability company incorporated under the laws of the Cayman Islands. The Issuer was established on April 5, 2007 for the purpose of issuing the notes and any directly related activities. The authorized share capital of the Issuer is US$50,000, divided into 5,000,000 shares of US$0.01 par value each. TAM Linhas Aéreas is the only shareholder of the Issuer and holds all 100,000 issued shares. See “Management of the Issuer” in this prospectus for a description of the directors of the Issuer.

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SUMMARY OF THIS EXCHANGE OFFER

In April 2007, we completed an offering of U.S.$300 million principal amount of securities that was exempt from the SEC’s registration requirements. In connection with that offering, we agreed, among other things, to use our reasonable best efforts to deliver this prospectus to you and to consummate this exchange offer by October 31, 2007.

This Exchange Offer	We are offering to exchange up to U.S.$300,000,000 aggregate principal amount of exchange notes which have been registered under the Securities Act for up to U.S.$300,000,000 of outstanding aggregate principal amount of unregistered notes.
	The form and terms of the exchange notes that we are offering in this exchange offer are identical in all material respects to the form and terms of the unregistered notes which were issued on April 25, 2007 in an offering that was exempt from the SEC’s registration requirements, except that the exchange notes that we are offering in this exchange offer have been registered under the Securities Act. The exchange notes will not contain terms with respect to transfer restrictions or interest rate increases that relate to our failure to file a registration statement for the exchange notes. The exchange notes that we are offering in this exchange offer will evidence the same obligations as, and will replace, the unregistered notes and will be issued under the same indenture.
	If you wish to exchange an outstanding unregistered note, you must properly tender it in accordance with the terms described in this prospectus. We will exchange all outstanding securities that are validly tendered and are not validly withdrawn.
	As of this date, there are U.S.$300 million principal amount of unregistered notes outstanding. The exchange offer is not contingent upon any minimum aggregate principal amount of unregistered notes being tendered for exchange. We will issue registered securities on or promptly after the expiration of the exchange offer.
Registration Rights Agreement	We are making this exchange offer in order to satisfy our obligation under the registration rights agreement, entered into on April 25, 2007, to cause our registration statement to become effective under the Securities Act. You are entitled to exchange your unregistered notes for registered securities with substantially identical terms. After the exchange offer is complete, you will generally no longer be entitled to any registration rights with respect to your unregistered notes.
Resales of the Exchange Notes	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:
	• you acquire any exchange note in the ordinary course of your business;
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

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	• you are not a broker-dealer who purchased unregistered notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and
	• you are not an “affiliate” (as defined in Rule 405 under the Securities Act).
	If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your unregistered notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability.
	Each broker-dealer that is issued exchange notes for its own account in exchange for securities that it acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that, by making this acknowledgment and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer who acquired unregistered notes as a result of market-making or other trading activities may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes. We believe that no registered holder of the unregistered notes is an affiliate (as the term is defined in Rule 405 of the Securities Act).
Expiration Date	This exchange offer will expire at 5:00 p.m. on          , 2007, New York City time, unless we decide to extend the expiration date.
Conditions to this Exchange Offer	The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the SEC.
Withdrawal Rights	You may withdraw the tender of your unregistered notes at any time prior to 5:00 p.m., New York City time, the expiration date.
U.S. Federal Income Tax Consequences	The exchange of unregistered notes for exchange notes in accordance with this exchange offer will not be treated as a taxable exchange for U.S. federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes in this exchange offer. We will pay all registration expenses incident to this exchange offer.
Exchange Agent	The Bank of New York is serving as exchange agent in connection with the exchange offer.

Summary of Terms of the Exchange Notes

Issuer	TAM Capital Inc.
Guarantors	TAM S.A. and TAM Linhas Aéreas S.A.
The Exchange Notes	U.S.$300,000,000 aggregate principal amount of 7.375% senior guaranteed notes due 2017.

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Maturity Date	April 25, 2017.
Interest Payment Dates	April 25 and October 25 of each year, commencing on October 25, 2007.
Interest	The exchange notes will bear interest from April 25, 2007 at the annual rate of 7.375%, payable semi-annually in arrears on each interest payment date.
Ranking	The exchange notes will be unsecured and will rank equally with the other unsecured indebtedness the Issuer may incur. The exchange notes will be guaranteed, jointly and severally, on an unsecured unsubordinated basis by the Guarantors. The guarantees will rank equally in right of payment with the other unsecured indebtedness and guarantees of the Guarantors. The exchange notes will be effectively junior to the Issuer’s and the Guarantors’ secured indebtedness. Under Brazilian law, holders of the exchange notes will not have any claim whatsoever against the Guarantors’ non-guarantor subsidiaries. See “Description of the Exchange Notes — Ranking”. As of June 30, 2007, the Guarantors had U.S.$464 million of consolidated long-term indebtedness. As of June 30, 2007, the Guarantors had U.S.$601 million of consolidated secured indebtedness. In each case, these figures are based on translations into U.S. dollars at the rate of R$1.93 to U.S.$1.00, which was the U.S. dollar selling rate at June 30, 2007 published by the Central Bank on its electronic information system, SISBACEN, using transaction code PTAX 800, option 5.
Guarantees	The Guarantors will unconditionally guarantee, jointly and severally, on an unsecured unsubordinated basis, all of the Issuer’s obligations pursuant to the exchange notes.
Optional Redemption	The Issuer may redeem for cash all or a portion of the exchange notes at any time or from time to time, by paying the redemption price described under “Description of the Exchange Notes — Redemption — Optional Redemption”, which will be equal to the greater of (1) 100% of the principal amount of the exchange notes being redeemed and (2) a make whole amount, if any, together with accrued and unpaid interest to the redemption date.
Tax Redemption	The Issuer may, at its option, redeem the exchange notes, in whole but not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, upon the occurrence of specified events relating to the applicable tax law. See “Description of the Exchange Notes — Redemption — Tax Redemption”.
Additional Amounts	Payments of interest on the exchange notes will be made after withholding and deduction for any Brazilian or Cayman Islands taxes as set forth under “Taxation”. The Issuer, in respect of the exchange notes, and the Guarantors, in respect of the guarantees, will pay such additional amounts as will result in receipt by the holders of exchange notes of such amounts as would have been received by them had no such withholding or deduction for Brazilian or Cayman Islands taxes been required, subject to certain exceptions set forth under “Description of the exchange notes — Additional Amounts”.

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Covenants	The terms of the exchange notes do not contain any restrictive covenants or other provisions designed to protect holders of the exchange notes in the event that the Issuer or the Guarantors or any other of the Guarantors’ present or future subsidiaries participate in a highly leveraged transaction. The terms of the exchange notes do not permit the Issuer and the Guarantors to consolidate or merge with, or transfer all or substantially all of their respective assets to, another person, or to enter into transactions with affiliates, unless the Issuer or the Guarantors, as the case may be, comply with certain requirements. See “Description of the Exchange Notes — Covenants”.
Change of Control Offer	Upon the occurrence of a change of control that results in a ratings decline, you will have the right, as a holder of the exchange notes, subject to certain exceptions, to require the Issuer to repurchase some or all of your exchange notes at 101% of their principal amount, plus accrued and unpaid interest, if any, on the repurchase date. See “Description of the Exchange Notes — Repurchase of exchange notes Upon a Change of Control”.
Events of Default	The exchange notes and the indenture will contain certain events of default, consisting of, among others, the following:
	• failure to pay the principal when due or failure to pay interest in respect of the exchange notes within 30 days of the due date for an interest payment;
	• failure to comply with the Issuer’s and the Guarantors’ covenants with such failure continuing for either 30 or 60 days, after written notice has been delivered to the Issuer and the Guarantors;
	• indebtedness of the Issuer, the Guarantors or any of the significant subsidiaries of TAM S.A. exceeding U.S.$50 million is not paid when due or is accelerated; and
	• specified events of bankruptcy, liquidation or insolvency of us or any of our subsidiaries.
	For a full description of the Events of Default, see “Description of the Exchange Notes — Events of Default”.
Further Issuances	The Issuer may from time to time without notice to or consent of the holders of exchange notes create and issue an unlimited principal amount of additional exchange notes of the same series as the exchange notes initially issued in this offering. Holders of the exchange notes should be aware that additional exchange notes that are treated as the same series as the exchange notes initially issued in this offering may be treated as separate issues for U.S. federal income tax purposes. See “Description of the Exchange Notes — Further Issuances”.
Use of Proceeds	We will receive no proceeds from the exchange of the unregistered notes for the exchange notes.
Form and Denomination; Settlement	The exchange notes will be issued in fully registered form in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

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	The exchange notes will be issued in book-entry form through the facilities of DTC, for the accounts of its participants, including Euroclear Bank S.A./N.V., as the operator of the Euroclear, and Clearstream, Luxembourg and will trade in DTC’s same-day funds settlement system. Beneficial interests in exchange notes held in book-entry form will not be entitled to receive physical delivery of certificated exchange notes, except in certain limited circumstances. For a description of certain factors relating to clearance and settlement, see “Form, Denomination and Transfer”.
Listings	Application has been made to list the exchange notes on the Official List of the Luxembourg Stock Exchange and application for admission to trading has been made on the Euro MTF market of the Luxembourg Stock Exchange. The Issuer cannot assure you, however, that this application will be accepted, or if accepted, that the exchange notes will remain so listed.
Governing Law	The indenture, the guarantees and the exchange notes will be governed by the laws of the State of New York.
Trustee, Transfer Agent and Registrar	The Bank of New York.
Principal Paying Agent	The Bank of New York.
Luxembourg Listing Agent	The Bank of New York (Luxembourg) S.A.

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RISK FACTORS

The information presented in our Form 20-F and the following section describe some but not all of the risks associated with the exchange notes. You should consider, among other things, the risk factors with respect to our company, Brazil and to the exchange notes not normally associated with investing in securities issued by companies in the United States or in countries with similarly developed capital markets, including those set forth in our Form 20-F and those set forth below. See “ITEM 3.D — Risk Factors” in our Form 20-F which is incorporated herein by reference.

Risks Relating to the Exchange Notes

There are no financial covenants in the notes or the indenture.

Neither the exchange notes nor the indenture contain any restrictions on our ability to incur additional debt or liabilities, including additional senior debt. If we incur additional debt or liabilities, our ability to pay our obligations on the exchange notes could be adversely affected. We expect that we will, from time to time, incur additional debt and other liabilities. In addition, neither the exchange notes nor the indenture contain any restrictions on our ability to create liens on our assets, paying dividends or issuing or repurchasing securities under the indenture.

Payments on the exchange notes and the guarantees will be junior to any secured debt obligations of us and the Guarantors, as the case may be, and effectively junior to debt obligations of any non-guarantor subsidiaries.

The exchange notes will constitute unsecured, unsubordinated obligations of us and will rank equal in right of payment with all of our existing and future unsecured, unsubordinated indebtedness. The guarantees will rank equally in right of payment with the Guarantors’ other existing and future unsecured, unsubordinated indebtedness. Although the holders of the exchange notes will have a direct, but unsecured claim on our assets and property, payment on the exchange notes will be subordinated to any secured debt we have to the extent of the assets and property securing such debt. As of December 31, 2006, we had R$1,159 million in secured debt outstanding. Payment on the exchange notes will also be structurally subordinated to the payment of secured and unsecured debt and other creditors of our non-guarantor subsidiaries. In addition, under Brazilian law, the obligations of the Guarantors under the guarantees are subordinated to certain statutory preferences, including claims for salaries, wages, secured obligations, social security, taxes, court fees, expenses and costs. In the event of the Guarantors’ liquidation, such statutory preferences will have preference over any other claims, including claims by any holder of the exchange notes.

The guarantees may not be enforceable.

The guarantees provide a basis for a direct claim against the Guarantors; however it is possible that the guarantees may not be enforceable under Brazilian law. While Brazilian law does not prohibit the giving of guarantees and, as a result, does not prevent the guarantees of the exchange notes from being valid, binding and enforceable against the Guarantors, in the event that a Guarantor becomes subject to a reorganization proceeding or to bankruptcy, the relevant guarantee may be deemed to have been a fraudulent transfer and declared void, based upon the Guarantor being deemed not to have received fair consideration in exchange for such guarantee.

In addition, under Brazilian law, a guarantee is considered accessory to the underlying or principal obligation and the nullity of the principal obligation causes the nullity of the accessory obligation. Therefore, in case our underlying obligations under the exchange notes or the indenture are declared null, the guarantees would, under Brazilian law, be deemed to be null as well.

We may not be able to finance a change of control offer required by the indenture.

Upon a change of control that results in a rating decline, as defined under the indenture governing the exchange notes, you will have the right to require us to offer to purchase all of the exchange notes then

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outstanding at a price equal to 101% of the principal amount of the exchange notes, plus accrued interest. We cannot assure you that we would be able to obtain sufficient funds to pay the purchase price of the outstanding exchange notes in these circumstances. Our failure to offer to purchase all outstanding exchange notes or to purchase all validly tendered exchange notes would be an event of default under the indenture. Such an event of default may cause the acceleration of our other debt. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture.

An active trading market for the exchange notes may not develop.

There is currently no market for the exchange notes. Application has been made to have the exchange notes traded on the Euro MTF. We cannot assure you that this application will be accepted. Even if the exchange notes are listed on this exchange, we may delist the exchange notes. A trading market for the exchange notes may not develop, or if a market for the exchange notes were to develop, the exchange notes may trade at a discount from their initial offering price, depending on many factors including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition. Accordingly, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. If an active market for the exchange notes does not develop or is interrupted, the market price and liquidity of the exchange notes may be adversely affected.

Judgments of Brazilian courts in respect of our obligations under the exchange notes would be payable only in reais.

If proceedings were to be brought in the courts of Brazil seeking to enforce our obligations under the exchange notes, we would not be required to discharge our obligations in a currency other than reais. Any judgment obtained against us in Brazilian courts will be expressed in reais equivalent to the U.S. dollar at the exchange rate published by the Central Bank as of the date on which such judgment is rendered. We cannot assure you that this exchange rate will provide full compensation in respect of the amount of your investment in the exchange notes.

Risks relating to the Unregistered Notes

If you do not participate in the exchange offer, you will continue to be subject to transfer restrictions.

If you do not exchange the unregistered notes for exchange notes in this exchange offer, you will continue to be subject to the restrictions on transfer of your unregistered notes. We do not intend to register the unregistered notes under the Securities Act. To the extent unregistered notes are tendered and accepted in the exchange offer, the trading market, if any, for the unregistered notes would be adversely affected. See “This Exchange Offer.”

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THIS EXCHANGE OFFER

Purpose and Terms of this Exchange Offer

The unregistered notes were originally sold in April 2007 in an offering that was exempt from the registration requirements of the Securities Act. As of the date of this prospectus, U.S.$300 million aggregate principal amount of unregistered notes is outstanding. In connection with the sale of the unregistered notes, we entered into a registration rights agreement in which we agreed to use our reasonable best efforts to cause to be filed with the SEC a registration statement with respect to the exchange of unregistered notes for exchange notes and to cause the registration statement to remain effective until the closing of the exchange offer. We have filed a copy of the registration rights agreement as an exhibit to the registration statement of which this prospectus is a part. This exchange offer satisfies our contractual obligations under the registration rights agreement.

We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange up to U.S.$300 million aggregate principal amount of unregistered notes for U.S.$300 million aggregate principal amount of exchange notes which have been registered under the Securities Act. We will accept for exchange unregistered notes that you properly tender prior to the expiration date and do not withdraw in accordance with the procedures described below. You may tender your unregistered notes in whole or in part in the amount of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

This exchange offer is not conditioned upon the tender for exchange of any minimum aggregate principal amount of unregistered notes. We reserve the right in our sole discretion to purchase or make offers for any unregistered notes that remain outstanding after the expiration date or, as detailed under the caption “— Conditions to this Exchange Offer”, to terminate this exchange offer and, to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any of these purchases or offers could differ from the terms of this exchange offer. There will be no fixed record date for determining the registered holders of the unregistered notes entitled to participate in the exchange offer.

Only a registered holder of the unregistered notes (or the holder’s legal representative or attorney-in-fact) may participate in the exchange offer. Holders of unregistered notes do not have any appraisal or dissenters’ rights in connection with this exchange offer. Existing securities which are not tendered in, or are tendered but not accepted in connection with, this exchange offer will remain outstanding. We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act and SEC rules and regulations.

If we do not accept any tendered unregistered notes for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, we will return certificates for any unaccepted unregistered notes, without expense, to the tendering holder promptly after the expiration date.

If you tender unregistered notes in connection with this exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of unregistered notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “— Fees and Expenses”.

Unless the context requires otherwise, the term “holder” with respect to this exchange offer means any person in whose name the unregistered notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any participant in DTC whose name appears on a security position listing as a holder of unregistered notes (including, for purposes of this exchange offer, beneficial interests in the unregistered notes held by direct or indirect participants and unregistered notes held in definitive form).

WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR EXISTING SECURITIES INTO

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THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER INTO THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF EXISTING SECURITIES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Amendments

The term “expiration date” means 5:00 p.m., New York City time on          , 2007; unless we extend this exchange offer, in which case the term “expiration date” shall mean the latest date and time to which we extend this exchange offer.

We expressly reserve the right, at any time or from time to time, so long as applicable law allows:

•  to delay our acceptance of unregistered notes for exchange;

•  to terminate or amend this exchange offer if, in the opinion of our counsel, completing the exchange offer would violate any applicable law, rule or regulation or any SEC staff interpretation; and

•  to extend the expiration date and retain all unregistered notes tendered into this exchange offer, subject, however, to your right to withdraw your tendered unregistered notes as described under “— Withdrawal Rights”.

If this exchange offer is amended in a manner that we think constitutes a material change, or if we waive a material condition of this exchange offer, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the unregistered notes, and we will extend this exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the exchange agent followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offer, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering the Existing Exchange Notes

Upon the terms and the conditions of this exchange offer, we will exchange, and we will issue to the exchange agent, exchange notes for unregistered notes that have been validly tendered and not validly withdrawn promptly after the expiration date. The tender by a holder of any unregistered notes and our acceptance of that holder’s unregistered notes will constitute a binding agreement between us and that holder subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal.

Valid Tender

We will deliver exchange notes in exchange for unregistered notes that have been validly tendered and accepted for exchange pursuant to this exchange offer. Except as set forth below, you will have validly tendered your unregistered notes pursuant to this exchange offer if the exchange agent receives prior to the expiration date at the address listed under the caption “— Exchange Agent”:

•  a properly completed and duly executed letter of transmittal, with any required signature guarantees, including all documents required by the letter of transmittal; or

•  if the unregistered notes are tendered in accordance with the book-entry procedures set forth below, the tendering security holder may transmit an agent’s message (described below) instead of a letter of transmittal.

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In addition, on or prior to the expiration date:

•  the exchange agent must receive the certificates for the unregistered notes along with the letter of transmittal; or

•  the exchange agent must receive a timely book-entry confirmation of a book-entry transfer of the tendered securities into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below, along with a letter of transmittal or an agent’s message in lieu of the letter of transmittal; or

•  the holder must comply with the guaranteed delivery procedures described below.

Accordingly, we may not make delivery of exchange notes to all tendering holders at the same time since the time of delivery will depend upon when the exchange agent receives the unregistered notes, book-entry confirmations with respect to unregistered notes and the other required documents.

The term “book-entry confirmation” means a timely confirmation of a book-entry transfer of unregistered notes into the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.

If you tender less than all of your unregistered notes, you should fill in the amount of unregistered notes you are tendering in the appropriate box on the letter of transmittal or, in the case of a book-entry transfer, so indicate in an agent’s message if you have not delivered a letter of transmittal. The entire amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and, unless waived by us, you must submit evidence satisfactory to us, in our sole discretion, of that person’s authority to act. For unregistered notes registered in two or more names, all named holders must sign the letter of transmittal and related tender documents. Tenders from persons other than the registered holder of unregistered notes will only be accepted if the customary transfer requirements, including any applicable transfer taxes, are fulfilled.

If you are a beneficial owner of unregistered notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian, we urge you to contact this entity promptly if you wish to participate in this exchange offer.

THE METHOD OF DELIVERY OF EXISTING SECURITIES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND AT YOUR SOLE RISK, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE TIMELY DELIVERY AND YOU SHOULD OBTAIN PROPER INSURANCE. DO NOT SEND ANY LETTER OF TRANSMITTAL OR EXISTING SECURITIES TO TAM. YOU MAY REQUEST YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR YOU.

Book-Entry Transfer

Holders who are participants in DTC tendering by book-entry transfer must execute the exchange through the Automated Tender Offer Program or ATOP at DTC on or prior to the expiration date. DTC will verify this acceptance and execute a book-entry transfer of the tendered Certificates into the exchange agent’s account at DTC. DTC will then send to the exchange agent a book-entry confirmation including an agent’s message

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confirming that DTC has received an express acknowledgment from the holder that the holder has received and agrees to be bound by the letter of transmittal and that the exchange agent and we may enforce the letter of transmittal against such holder. The book-entry confirmation must be received by the exchange agent in order for the exchange to be effective.

The exchange agent will make a request to establish an account with respect to the unregistered notes at DTC for purposes of this exchange offer within two business days after the date of this prospectus unless the exchange agent already has established an account with DTC suitable for this exchange offer.

Any financial institution that is a participant in DTC’s book-entry transfer facility system may make a book-entry delivery of the unregistered notes by causing DTC to transfer these unregistered notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfers.

If the tender is not made through ATOP, you must deliver the unregistered notes and the applicable letter of transmittal, or a facsimile of the letter of transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message in lieu of a letter of transmittal, and any other required documents to the exchange agent at its address listed under the caption “— Exchange Agent” prior to the expiration date, or you must comply with the guaranteed delivery procedures set forth below in order for the tender to be effective.

Delivery of documents to DTC does not constitute delivery to the exchange agent and book-entry transfer to DTC in accordance with its respective procedures does not constitute delivery of the book-entry confirmation to the exchange agent.

Signature Guarantees

Signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are only required if:

•  a certificate for unregistered notes is registered in a name other than that of the person surrendering the certificate; or

•  a registered holder completes the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in the letter of transmittal. See “Instructions” in the letter of transmittal.

In the case of either of the cases outlined above, you must duly endorse these certificates for unregistered notes or they must be accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution” that is a member of a medallion guarantee program, unless these unregistered notes are surrendered on behalf of that eligible guarantor institution. An “eligible guarantor institution” includes the following:

•  a bank;

•  a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•  a credit union;

•  a national securities exchange, registered securities association or clearing agency; or

•  a savings association.

Guaranteed Delivery

If you desire to tender unregistered notes into this exchange offer and:

•  the certificates for the unregistered notes are not immediately available;

•  time will not permit delivery of the unregistered notes and all required documents to the exchange agent on or prior to the expiration date; or

•  the procedures for book-entry transfer cannot be completed on a timely basis,

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you may nevertheless tender the unregistered notes, provided that you comply with all of the following guaranteed delivery procedures:

•  tender is made by or through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives from the eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the letter of transmittal. This eligible guarantor institution may deliver the Notice of Guaranteed Delivery by hand or by facsimile or deliver it by mail to the exchange and must include a guarantee by this eligible guarantor institution in the form in the Notice of Guaranteed Delivery; and

•  within three New York Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the exchange agent must receive:

•  the certificates, or book-entry confirmation, representing all tendered unregistered notes, in proper form for transfer;

•  a properly completed and duly executed letter of transmittal or facsimile of the letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of the letter of transmittal, with any required signature guarantees; and

•  any other documents required by the letter of transmittal.

Determination of Validity

•  We have the right, in our sole discretion, to determine all questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered unregistered notes. Our determination will be final and binding on all parties.

•  We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders of unregistered notes that we determine are not in proper form.

•  We reserve the absolute right, in our sole and absolute discretion, to refuse to accept for exchange a tender of unregistered notes if our counsel advises us that the tender is unlawful.

•  We also reserve the absolute right, so long as applicable law allows, to waive any of the conditions of this exchange offer or any defect or irregularity in any tender of unregistered notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders.

•  Our interpretation of the terms and conditions of this exchange offer, including the letter of transmittal and the instructions relating to us, will be final and binding on all parties.

•  We will not consider the tender of unregistered notes to have been validly made until all defects or irregularities with respect to the tender have been cured or waived.

•  Neither we, our affiliates, the exchange agent, and any other person will be under any duty to give any notification of any defects or irregularities in tenders and will not incur any liability for failure to give this notification.

Acceptance for Exchange for the Exchange Notes

Upon satisfaction or waiver of all of the conditions of the exchange offer, we will accept, promptly after the expiration date, all unregistered notes properly tendered and will issue the exchange notes promptly after acceptance of the unregistered notes. See “— Conditions to this Exchange Offer”. Subject to the terms and conditions of this exchange offer, we will be deemed to have accepted for exchange, and exchanged, unregistered notes validly tendered and not withdrawn as, if and when we give oral or written notice to the exchange agent, with any oral notice promptly confirmed in writing by us, of our acceptance of these unregistered notes for exchange in this exchange offer. The exchange agent will act as our agent for the purpose of receiving tenders of unregistered notes, letters of transmittal and related documents, and as agent for tendering holders for the purpose of receiving unregistered notes, letters of transmittal and related

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documents and transmitting exchange notes to holders who validly tendered unregistered notes. The exchange agent will make the exchange promptly after the expiration date. If for any reason whatsoever:

•  the acceptance for exchange or the exchange of any unregistered notes tendered in this exchange offer is delayed, whether before or after our acceptance for exchange of unregistered notes;

•  we extend this exchange offer; or

•  we are unable to accept for exchange or exchange unregistered notes tendered in this exchange offer,

then, without prejudice to our rights set forth in this prospectus, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered unregistered notes and these unregistered notes may not be withdrawn unless tendering holders are entitled to withdrawal rights as described under “— Withdrawal Rights”.

Interest

For each unregistered note that we accept for exchange, the unregistered note holder will receive an exchange note having a principal amount and final distribution date equal to that of the surrendered unregistered note. If we complete this exchange offer before October 25, 2007, interest on the exchange notes will accrue from April 25, 2007. If we complete this exchange offer on or after October 25, 2007, interest on the exchange notes will accrue from October 25, 2007.

Resales of the Exchange Notes

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:

•  you acquire any exchange note in the ordinary course of your business;

•  you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

•  you are not a broker-dealer who purchased outstanding securities directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

•  you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of TAM.

If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your unregistered notes from these requirements, you may incur liability under the Securities Act. We do not assume any liability or indemnify you against any liability under the Securities Act.

Each broker-dealer that is issued exchange notes for its own account in exchange for unregistered notes that it acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer who acquired unregistered notes under these circumstances may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of unregistered notes at any time prior to the expiration date.

•  In order for a withdrawal to be effective, you must deliver a written, telegraphic or facsimile transmission of a notice of withdrawal to the exchange agent at any of its addresses listed under the caption “— Exchange Agent” prior to the expiration date.

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•  Each notice of withdrawal must specify:

•  the name of the person who tendered the unregistered notes to be withdrawn;

•  the aggregate principal amount of unregistered notes to be withdrawn; and

•  if certificates for these unregistered notes have been tendered, the name of the registered holder of the unregistered notes as set forth on the unregistered notes, if different from that of the person who tendered these unregistered notes.

•  If you have delivered or otherwise identified to the exchange agent certificates for unregistered notes, the notice of withdrawal must specify the serial numbers on the particular certificates for the unregistered notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible guarantor institution, except in the case of unregistered notes tendered for the account of an eligible guarantor institution.

•  If you have tendered unregistered notes in accordance with the procedures for book-entry transfer listed in “— Procedures for Tendering the Existing exchange notes — Book-Entry Transfer”, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of unregistered notes and must otherwise comply with the procedures of DTC.

•  You may not rescind a withdrawal of your tender of unregistered notes.

•  We will not consider unregistered notes properly withdrawn to be validly tendered for purposes of this exchange offer. However, you may retender unregistered notes at any subsequent time prior to the expiration date by following any of the procedures described above in “— Procedures for Tendering the Existing exchange notes”.

•  We, in our sole discretion, will determine all questions as to the validity, form and eligibility, including time of receipt, of any withdrawal notices. Our determination will be final and binding on all parties. We, our affiliates, the exchange agent and any other person have no duty to give any notification of any defects or irregularities in any notice of withdrawal and will not incur any liability for failure to give any such notification.

•  We will return to the holder any unregistered notes which have been tendered but which are withdrawn promptly after the withdrawal.

Conditions to this Exchange Offer

Notwithstanding any other provisions of this exchange offer or any extension of this exchange offer, we will not be required to accept for exchange, or to exchange, any unregistered notes. We may terminate this exchange offer, whether or not we have previously accepted any unregistered notes for exchange, or we may waive any conditions to or amend this exchange offer, if we determine in our sole and absolute discretion that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC.

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Exchange Agent

We have appointed The Bank of New York as exchange agent for this exchange offer. You should direct all deliveries of the letters of transmittal and any other required documents, questions, requests for assistance and requests for additional copies of this prospectus or of the letters of transmittal to the exchange agent as follows:

By Mail, Hand and Courier:

The Bank of New York
Corporate Trust Operations, Reorganization Unit
101 Barclay Street — 7 East
New York, New York 10286
Attention: Corporate Trust Operations, Reorganization Unit
By Facsimile: +1 212-815-5305
Confirm by telephone: +1 212-815-4991

Delivery to other than the above address or facsimile number will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders of the unregistered notes. We will make the initial solicitation by mail; however, we may decide to make additional solicitations personally or by telephone or other means through our officers, agents, directors or employees.

We have not retained any dealer-manager or similar agent in connection with this exchange offer and we will not make any payments to brokers, dealers or others soliciting acceptances of this exchange offer. We have agreed to pay the exchange agent and security trustee reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with this exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus and related documents to the beneficial owners of unregistered notes, and in handling or tendering for their customers.

Transfer Taxes

Holders who tender their unregistered notes will not be obligated to pay any transfer taxes in connection with the exchange, except that if:

•  you want us to deliver exchange notes to any person other than the registered holder of the unregistered notes tendered;

•  you want us to issue the exchange notes in the name of any person other than the registered holder of the unregistered notes tendered; or

•  a transfer tax is imposed for any reason other than the exchange of unregistered notes in connection with this exchange offer,

then you will be liable for the amount of any transfer tax, whether imposed on the registered holder or any other person. If you do not submit satisfactory evidence of payment of such transfer tax or exemption from such transfer tax with the letter of transmittal, the amount of this transfer tax will be billed directly to the tendering holder.

Consequences of Exchanging or Failing to Exchange Unregistered Notes

Holders of unregistered notes who do not exchange their unregistered notes for exchange notes in this exchange offer will continue to be subject to the provisions of the agreements regarding transfer and exchange of the unregistered notes and the restrictions on transfer of the unregistered notes set forth on the legend on the unregistered notes. In general, the unregistered notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to the registration

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requirements of the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the unregistered notes under the Securities Act except with respect to this exchange offer.

Based on interpretations by the staff of the SEC, as detailed in no-action letters issued to third parties, we believe that exchange notes issued in this exchange offer in exchange for unregistered notes may be offered for resale, resold or otherwise transferred by the holders (other than any holder that is an affiliate of our company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders’ business and the holders have no arrangement or understanding with any person to participate in the distribution of these exchange notes. However, we do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer.

Each holder must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of our company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, the holder:

•  could not rely on the applicable interpretations of the staff of the SEC, and

•  must comply with the registration and prospectus delivery requirements of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding securities, where the outstanding securities were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution”.

In addition, to comply with state securities laws, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with. The offer and sale of the exchange notes to “qualified institutional buyers” (as defined under Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We currently do not intend to register or qualify the sale of the exchange notes in any state where an exemption from registration or qualification is required and not available.

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USE OF PROCEEDS

We will receive no proceeds from the exchange of unregistered notes for exchange notes. The issuance of the exchange notes will not result in any change in our aggregate indebtedness. The net proceeds from the unregistered notes was approximately U.S.$292,400,000 (after deducting fees, discounts and other expenses). Those proceeds were used primarily for fleet renewal and expansion, with the remainder being used for general corporate purposes.

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EXCHANGE CONTROLS AND FOREIGN EXCHANGE RATES

Until March 14, 2005, there were two legal foreign exchange markets in Brazil, the commercial rate exchange market, or the Commercial Market, and the floating rate exchange market, or the Floating Market. On January 25, 1999, the Brazilian government announced the unification of the exchange positions of the Brazilian financial institutions in the Commercial Market and in the Floating Market, leading to a convergence in the pricing and liquidity of both markets. Previously, the Commercial Market was reserved primarily for foreign trade transactions and transactions that generally required prior approval from Brazilian monetary authorities, such as the purchase and sale of registered investments by foreign persons and related remittances of funds abroad (including the payment of principal of and interest on loans, notes, bonds and other debt instruments denominated in foreign currencies and duly registered with the Central Bank). The Floating Market rate generally applied to specific transactions for which Central Bank approval was not required. Both the Commercial Market rate and the Floating Market rate were reported by the Central Bank on a daily basis.

On March 4, 2005, the Conselho Monetário Nacional issued Resolution No. 3,265 and Resolution No. 3,266 (each of which became effective on March 14, 2005), pursuant to which several changes were introduced in the Brazilian foreign exchange regime, including (i) the unification of the Commercial Market and the Floating Market, and (ii) the relaxation of rules for the acquisition of foreign currency by Brazilian residents. It is expected that the Central Bank will introduce further regulations in relation to foreign exchange transactions as well as to payments and/or transfers of Brazilian currency between Brazilian residents and non-residents (such transfers being commonly known as International Transfer of Reais), including those made through so-called non-resident accounts (also known as CC5 accounts).

See “ITEM 3.D — Risk Factors — Risks Related to Brazil — Exchange rate instability may have adverse effects on the Brazilian economy, our business, financial condition, results of operations and prospects and the trading price of the notes” in our Form 20-F.

Brazilian law provides that, whenever there (i) is a serious imbalance in Brazil’s balance of payments, or (ii) are serious reasons to foresee a serious imbalance in Brazil’s balance of payments, temporary restrictions may be imposed on remittances of foreign capital abroad.

The following table sets forth the Commercial Market rate for the purchase of U.S. dollars expressed in reais per U.S. dollar for the periods and dates indicated:

	Exchange Rates of Reais per U.S.$1.00
Year Ended	Low		High		Average(1)		Period End
December 31, 2002		2.271		3.955		2.931		3.533
December 31, 2003		2.822		3.662		3.072		2.889
December 31, 2004		2.654		3.205		2.926		2.654
December 31, 2005		2.163		2.762		2.285		2.341
December 31, 2006		2.059		2.371		2.215		2.138

(1) Represents the daily average rate during each of the relevant periods.

	Exchange Rates of Reais per U.S.$1.00
Six Months Ended	Low		High		Average(1)		Period End
June 30, 2006		2.059		2.371		2.193		2.337
June 30, 2007		1.905		2.156		2.045		1.926

(1) Represents the daily average rate during each of the relevant periods.

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	Exchange Rates of Reais per U.S.$1.00
Month Ended	Low		High		Average(1)		Period End
February 2007		2.077		2.118		2.097		2.118
March 2007		2.050		2.139		2.095		2.050
April 2007		2.023		2.048		2.032		2.034
May 2007		1.929		2.031		1.982		1.929
June 2007		1.905		1.964		1.932		1.926
July 2007		1.845		1.918		1.883		1.878
August 2007 (through August 28, 2007)		1.873		2.112		1.965		1.985

(1) Represents the average of the lowest and highest rates in the period.

20.1

RATIO OF EARNINGS TO FIXED CHARGES

	At December 31,											At June 30,
Brazilian GAAP	2002			2003		2004		2005		2006		2007
	(In millions of reais, except otherwise stated)
Earnings(1):
Income before income taxes		(871	)		235		498		296		853		50
Fixed charges		324			389		274		299		355		154
Total earnings		(547	)		624		772		595		1,208		204
Fixed charges(2):
Interest costs(3)		133			173		57		90		115		15
Estimated interest within operating lease expenses(4)		191			216		217		209		240		139
Total fixed charges		324			389		274		299		355		154
Ratio of earnings to combined fixed charges(5)(6)					1.60x		2.82x		1.99x		3.40x		1.32x

	At December 31,											At June 30,
U.S. GAAP	2002			2003		2004		2005		2006		2007
	(In millions of reais, except otherwise stated)
Earnings(1):
Income before income taxes		(1,651	)		957		630		644		1,242		323
Fixed charges		353			406		294		329		394		258
Total earnings		(1,298	)		1,363		924		973		1,636		581
Fixed charges(2):
Interest costs(3)		236			284		187		229		267		178
Estimated interest within operating lease expenses(4)		117			122		107		100		127		80
Total fixed charges		353			406		294		329		394		258
Ratio of earnings to combined fixed charges(5)(6)					3.36x		3.14x		2.96x		4.15x		2.25x

(1)	Total earnings is the sum of our income before income taxes and our fixed charges, as defined below.
(2)	Fixed charges is the sum of our interest expenses and our estimated interest within operating lease expenses.
(3)	Relates to interest costs on continuing operations.
(4)	Represents one-third of our operating lease expenses, which is a reasonable approximation of the interest factor included within operating lease expenses.
(5)	Ratio of earnings to combined fixed charges is calculated by dividing total earnings by total fixed changes.
(6)	Due to the loss incurred in 2002, earnings were insufficient to achieve ratio coverage of one- to-one. The amount of earnings required to attain a ratio of one-to-one would be R$871 million (U.S.$451 million) and R$1,651 million (U.S.$855 million), under Brazilian GAAP and U.S. GAAP respectively. In each case, the U.S. dollar figures are based on translations into U.S. dollars at the rate of R$1.93 to U.S.$1.00, which was the U.S. dollar selling rate at June 30, 2007 published by the Central Bank on its electronic information system, SISBACEN, using transaction code PTAX 800, option 5.

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CAPITALIZATION

The following table sets forth our consolidated short-term and long-term indebtedness, shareholders’ equity and total capitalization at June 30, 2007. The information set forth in the table below is derived from our unaudited consolidated financial statements at June 30, 2007, prepared in accordance with Brazilian GAAP. The table below contains translations of the real amounts, before rounding, into U.S. dollars. These translations were made at the rate of R$1.93 to U.S.$1.00, which was the U.S. dollar selling rate at June 30, 2007 published by the Central Bank on its electronic information system, SISBACEN, using transaction code PTAX 800, option 5.

There has been no material change to our consolidated capitalization, prepared in accordance with Brazilian GAAP, since June 30, 2007.

	At June 30, 2007
	(In R$ millions)		(In U.S.$ millions)
Short-term debt (accumulated interest and current portion of long-term debt)
Loans and financing
Secured		280		145
Unsecured		27		14
Finance lease and operating lease liabilities
Secured		69		36
Unsecured		—		—
Reorganization of Fokker 100 fleet
Secured		8		4
Unsecured		—		—
Debentures
Secured		49		25
Unsecured		—		—
Total short-term debt		440		228
Long-term debt
Loans and financing
Secured		491		254
Unsecured		81		42
Finance lease and operating lease liabilities
Secured		69		36
Unsecured		—		—
Reorganization of Fokker 100 fleet
Secured		51		26
Unsecured		—		—
Debentures
Secured		500		259
Unsecured		—		—
Senior Notes
Secured		—		—
Unsecured		579		300
Total long-term debt		1,771		917
Shareholders’ equity		1,473		763
Total capitalization(1)		3,244		1,908

(1) Total capitalization represents the sum of long-term debt and shareholders’ equity. Short-term debt is not included in capitalization.

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MANAGEMENT OF THE ISSUER

The following table sets forth the name and position of each member of the Issuer’s board of directors. The business address of each member is the address of our head office, Avenida Jurandir, 856, Lote 4, 1° andar, CEP 04072-000, São Paulo, SP, Brazil.

Name	Position
Marco Antonio Bologna	Director
Líbano Miranda Barroso	Director
Egberto Vieira Lima	Director
Cristina Anne Betts	Director
Marcos da Rocha Ferreira Mendes	Director

Summary biographical information for Marco Antonio Bologna and Líbano Miranda Barroso is contained in our Form 20-F under the caption “ITEM 6. Directors, Senior Management and Employees.” Summary biographical information for the remaining members of the Issuer’s board of directors is set out below:

Egberto Vieira Lima, Director.  Mr. Lima has a bachelor’s degree in business administration. Mr. Lima previously worked for Bunge Born and Alcoa Aluminio S.A. He joined TAM Linhas Aéreas in 1995 and has been working as Financial Director since 2000.

Cristina Anne Betts, Director.  Mrs. Betts has a bachelor’s degree in business administration from Fundação Getúlio Vargas — FGV, a post-graduate degree in Business Administration from FGV and an MBA from INSEAD. Mrs. Betts previously worked for Bain & Co and CSFB Garantia. She joined TAM Linhas Aéreas in 2004 and has been working as Controlling and Planning Director since that time.

Marcos da Rocha Ferreira Mendes, Director.  Mr. Mendes has a bachelor’s degree in economics from Universidade de São Paulo and an MBA in Finance from IBMEC-SP. Mr. Mendes previously worked for Volkswagen do Brasil and Unibanco S.A. He joined TAM Linhas Aéreas in 2006 and has been working as Financial Manager since that time.

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DESCRIPTION OF THE EXCHANGE NOTES

The following summary describes certain provisions of the exchange notes and the indenture. This summary is not complete and is subject to, and qualified in its entirety by reference to, the provisions of the indenture and the exchange notes. Copies of the indenture and specimen exchange notes may be obtained by prospective investors upon request to the trustee or the paying agent in Luxembourg at the addresses set forth under “Available Information”.

The exchange notes will be issued pursuant to an indenture, dated as of April 25, 2007, among the Issuer, TAM S.A. and TAM Linhas Aéreas S.A., each as guarantors, or the Guarantors, and The Bank of New York, as trustee (which term includes any successor as trustee under the indenture), transfer agent, registrar and principal paying agent. A copy of the indenture, including the form of the exchange notes, is available for inspection during normal business hours at the office of the trustee set forth under “Additional Information”. The trustee or any other paying agent will also act as transfer agent and registrar in the event that the Issuer issues certificates for the exchange notes in definitive registered form.

This description of the exchange notes is a summary of the material provisions of the exchange notes and the indenture. You should refer to the indenture for a complete description of the terms and conditions of the exchange notes and the indenture, including the obligations of the Issuer and the Guarantors and your rights.

You will find the definitions of capitalized terms used in this section under “— Certain Definitions”.

General

The exchange notes:

•  will be senior unsecured obligations of the Issuer;

•  will initially be limited to an aggregate principal amount of U.S.$300,000,000;

•  will mature on April 25, 2017, and be payable in an amount equal to the aggregate principal amount of the exchange notes then outstanding plus accrued and unpaid interest to that date;

•  will be issued in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof; and

•  will be represented by one or more registered securities in global form and may be exchanged for registered securities in definitive form only in limited circumstances.

Interest on the exchange notes:

•  will accrue at the rate of 7.375% per annum;

•  will accrue from the date of issuance or from the most recent interest payment date;

•  will be payable in cash semi-annually in arrears on April 25 and October 25 of each year, commencing on October 25, 2007;

•  will be payable to the holders of record on April 10 and October 10 immediately preceding the related interest payment dates; and

•  will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Principal of, and interest and any additional amounts on, the exchange notes will be payable, and the transfer of exchange notes will be registrable, at the office of the trustee, and at the offices of the paying agents and transfer agents, respectively. For so long as the exchange notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and the rules of that stock exchange will so require, the Issuer will also maintain a paying agent and transfer agent in Luxembourg.

The indenture does not limit the amount of debt or other obligations that may be incurred by the Issuer or the Guarantors or any of their present or future Subsidiaries. The indenture does not contain any restrictive

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covenants or other provisions designed to protect holders of the exchange notes in the event the Issuer or the Guarantors or any of their present or future Subsidiaries participate in a highly leveraged transaction.

Further Issuances

The Issuer is entitled, without the consent of the holders, to issue additional exchange notes under the indenture on the same terms and conditions as the exchange notes being offered hereby in an unlimited aggregate principal amount. The exchange notes and the additional exchange notes, if any, will be treated as a single class for all purposes of the indenture, including waivers and amendments. Unless the context otherwise requires, for all purposes of the indenture and this “Description of the exchange notes”, references to the exchange notes include any additional exchange notes actually issued.

Holders of the exchange notes should be aware that additional exchange notes that are treated as the same series for non-U.S. federal income tax purposes as the exchange notes initially issued in this offering may be treated as separate issues for U.S. federal income tax purposes. Such additional exchange notes, depending on the facts, could be considered to be issued with original issue discount for U.S. federal income tax purposes (OID). If purchasers of exchange notes are not able to differentiate between exchange notes sold as a part of the issuance of additional exchange notes and previously issued exchange notes, purchasers of the original series of exchange notes after the issue date of such additional exchange notes may be required to accrue OID for U.S federal income tax purposes with respect to their exchange notes. This may affect the market value of outstanding exchange notes at the time of an additional issuance.

Ranking

The exchange notes and the guarantees will be unsecured, unsubordinated obligations of each of the Issuer and the Guarantors, ranking equally with all of their other respective unsubordinated obligations. However, the exchange notes will effectively rank junior to all secured debt of the Issuer and the Guarantors to the extent of the value of the assets securing that debt.

As of June 30, 2007, the Guarantors had U.S.$653 million of consolidated indebtedness, based on a translation into U.S. dollars at the rate of R$1.93 to U.S.$1.00, which was the U.S. dollar selling rate at June 30, 2007 published by the Central Bank on its electronic information system, SISBACEN, using transaction code PTAX 800, option 5.

Guarantees

The Guarantors will unconditionally guarantee, jointly and severally, on an unsecured basis, all of the obligations of the Issuer pursuant to the exchange notes, which we refer to as the guarantees. So long as any exchange note remains outstanding (as defined in the indenture), TAM S.A. shall continue to own directly or indirectly 100% of the outstanding share capital of the Issuer.

The guarantees will be limited to the maximum amount that would not render the Guarantors’ respective obligations subject to avoidance under applicable fraudulent conveyance laws. By virtue of this limitation, the Guarantors’ respective obligations under the guarantees could be significantly less than amounts payable with respect to the exchange notes, or the Guarantors may have effectively no obligation under the guarantees.

None of the Guarantors’ existing or future Subsidiaries (other than TAM Linhas Aéreas S.A. in the case of TAM S.A.) is guaranteeing the exchange notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors, employees and creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of the Guarantors creditors, including holders of the exchange notes. Accordingly, the exchange notes will be effectively subordinated to creditors (including trade creditors and employees) and preferred stockholders, if any, of the Guarantors’ existing or future non-guarantor Subsidiaries. The indenture does not require any of the Guarantors’ existing or future Subsidiaries (other than TAM Linhas Aéreas S.A. in the case of TAM S.A.)

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to guarantee the exchange notes, and it does not restrict any of the Guarantors from disposing of its assets to a third party or a Subsidiary that is not guaranteeing the exchange notes.

Under Brazilian law, as a general rule, holders of the exchange notes will not have any claim whatsoever against any non-guarantor Subsidiaries of the Guarantors.

The guarantees will terminate upon defeasance or repayment of the exchange notes, as described under the caption “— Defeasance”.

Redemption

The exchange notes will not be redeemable, except as described below. Any optional or tax redemption may require the prior approval of the Central Bank of Brazil.

Optional Redemption

The exchange notes will be redeemable, at the option of the Issuer, in whole or in part, on any interest payment date (the “Redemption Date”), at a redemption price equal to the greater of (1) 100% of the principal amount of the exchange notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such exchange notes (exclusive of interest accrued on the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 50 basis points, plus, in either case, accrued and unpaid interest and additional amounts, if any, on the principal amount being redeemed to such Redemption Date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the exchange notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such exchange notes.

“Comparable Treasury Price” means with respect to any Redemption Date for exchange notes, the average of two Reference Treasury Dealer Quotations for such Redemption Date.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc. and UBS Securities LLC and their respective successors; provided, however, that if either of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefore another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.l5 (519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date of the exchange notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi- annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a

26

percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third business day preceding the Redemption Date.

The Issuer will provide not less than 30 nor more than 60 days’ notice mailed to each registered holder of the exchange notes to be redeemed, in accordance with the provisions described under “— Notices” below. If the redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the Redemption Date on the exchange notes or portions of such exchange notes called for redemption. In the event that any Redemption Date is not a business day, the Issuer will pay the redemption price on the next business day without any interest or other payment due to the delay. A redemption may be subject to one or more conditions precedent, which shall be stated in the redemption notice. If less than all of the outstanding exchange notes are to be redeemed, the trustee will select the exchange notes to be redeemed in principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. In this case, the trustee may select the exchange notes by lot, pro rata or by any other method the trustee considers fair and appropriate.

Tax Redemption

If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction (as defined below under “— Additional Amounts”), or any amendment to or change in an official interpretation, administration or application of such laws, any treaties, rules, or related agreements to which the Taxing Jurisdiction is a party or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the exchange notes or on or after the date a successor to the Issuer assumes the obligations under the exchange notes, (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts as described below under “— Additional Amounts” or (ii) either of the Guarantors or any successor to the Guarantor has or will become obligated to pay additional amounts as described below under “— Additional Amounts” in excess of the additional amounts either such Guarantor or any such successor to the Guarantor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in the case that the holder of the exchange notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., a country that does not impose any income tax or that imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) (the “Minimum Withholding Level”), as a result of the taxes, duties, assessments and other governmental charges described above, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the exchange notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to the date fixed for redemption, upon publication of irrevocable notice not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which either (x) the Issuer or successor to the Issuer would, but for such redemption, become obligated to pay any additional amounts, or (y) in the case of payments made under the Guarantees, either Guarantor or any successor to the Guarantor would, but for such redemption, be obligated to pay the additional amounts above the Minimum Withholding Level. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the exchange notes unless (a) it is obligated to pay additional amounts or (b) either Guarantor or any successor to the Guarantor is obliged to pay additional amounts which in the aggregate amount exceed the additional amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Issuer or any such successor shall not have the right to so redeem the exchange notes unless it has taken reasonable measures to avoid the obligation to pay additional amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor to the Issuer or the jurisdiction of incorporation of a Guarantor or any successor to the Guarantor.

In the event that the Issuer or any successor to the Issuer elects to so redeem the exchange notes, it will deliver to the trustee: (1) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney in fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the exchange notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied; and (2) an opinion of counsel, who is reasonably

27

acceptable to the trustee, to the effect that (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts or either Guarantor or any successor to the Guarantor has or will become obligated to pay additional amounts in excess of the additional amounts payable at the Minimum Withholding Level, (ii) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, (iii) the Issuer or any successor to the Issuer, or either Guarantor or any successor to the Guarantor, as the case may be, cannot avoid payment of such additional amounts by taking reasonable measures available to it and (iv) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Open Market Purchases

The Issuer or its affiliates may at any time purchase exchange notes in the open market or otherwise at any price. Any such purchased exchange notes will not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

Payments

The Issuer will make all payments on the exchange notes exclusively in such coin or currency of the United States as at the time of payment will be legal tender for the payment of public and private debts.

The Issuer will make payments of principal and interest on the exchange notes to the principal paying agent, which will pass such funds to the trustee and the other paying agents or to the holders.

The Issuer will make payments of principal upon surrender of the relevant exchange notes at the specified office of the trustee or any of the paying agents. The Issuer will pay principal on the exchange notes to the persons in whose name the exchange notes are registered at the close of business on the 15th day before the due date for payment. Payments of principal and interest in respect of each exchange note will be made by the paying agents by U.S. dollar check drawn on a bank in New York City and mailed to the holder of such exchange note at its registered address. Upon application by the holder to the specified office of any paying agent not less than 15 days before the due date for any payment in respect of an exchange note, such payment may be made by transfer to a U.S. dollar account maintained by the payee with a bank in New York City.

Under the terms of the indenture, payment by the Issuer or the Guarantors of any amount payable under the exchange notes or the guarantees, as the case may be, on the due date thereof to the principal paying agent in accordance with the indenture will satisfy the obligation of the Issuer, or the Guarantors, as the case may be, to make such payment; provided, however, that the liability of the principal paying agent shall not exceed any amounts paid to it by the Issuer or the Guarantors, as the case may be, or held by it, on behalf of the holders under the indenture.

All payments will be subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of “— Additional Amounts”. No commissions or expenses will be charged to the holders in respect of such payments.

Subject to applicable law, the trustee and the paying agents will pay to the Issuer upon request any monies held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to such monies must look to the Issuer for payment as general creditors. After the return of such monies by the trustee or the paying agents to the Issuer, neither the trustee nor the paying agents shall be liable to the holders in respect of such monies.

Listing

The Issuer will use commercially reasonable efforts to cause the exchange notes to be listed on the Euro MTF market of the Luxembourg Stock Exchange and to remain so listed so long as the Issuer and the Guarantors do not reasonably believe that doing so would impose burdensome financial reporting or other requirements, or costs relating thereto.

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Form, Denomination and Title

The exchange notes will be in registered form without coupons attached in amounts of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

Exchange notes will be represented by one or more permanent global notes in fully registered form without coupons deposited with a custodian for and registered in the name of a nominee of DTC. exchange notes represented by the global notes will trade in DTC’s Same-Day Funds Settlement System, and secondary market trading activity in such securities will therefore settle in immediately available funds. There can be no assurance as to the effect, if any, of settlements in immediately available funds on trading activity in the securities. Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances, definitive registered securities will not be issued in exchange for beneficial interests in the global notes. See “Form, Denomination and Transfer — Global Notes”.

Title to the exchange notes will pass by registration in the register. The holder of any exchange note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, writing on, or theft or loss of, the definitive security issued in respect of it) and no person will be liable for so treating the holder.

Transfer of Exchange Notes

Exchange notes may be transferred in whole or in part in an authorized denomination upon the surrender of the note to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the specified office of the registrar or the specified office of any transfer agent. Each new security to be issued upon exchange of securities or transfer of securities will, within three business days of the receipt of a request for exchange or form of transfer, be mailed at the risk of the holder entitled to the security to such address as may be specified in such request or form of transfer.

Transfer of beneficial interests in the global notes will be effected only through records maintained by DTC and its participants. See “Form, Denomination and Transfer”.

Transfer will be effected without charge by or on behalf of the Issuer, the registrar or the transfer agents, but upon payment, or the giving of such indemnity as the registrar or the relevant transfer agent may require, in respect of any tax or other governmental charges which may be imposed in relation to it. The Issuer is not required to transfer or exchange any security selected for redemption.

No holder may require the transfer of a security to be registered during the period of 15 days ending on the due date for any payment of principal or interest on that security.

Additional Amounts

All payments by the Issuer in respect of the exchange notes or the Guarantors in respect of the guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which the Issuer or Guarantors are organized, doing business or otherwise subject to the power to tax (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of exchange notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the exchange

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notes in the absence of such withholding or deduction. Notwithstanding the foregoing, no such additional amounts shall be payable:

•  to, or to a third party on behalf of, a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such exchange note by reason of the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the exchange note or enforcement of rights under the indenture and the receipt of payments with respect to the exchange note;

•  in respect of exchange notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date (as defined below) except to the extent that payments under such exchange note would have been subject to withholdings and the holder of such exchange note would have been entitled to such additional amounts, on surrender of such exchange note for payment on the last day of such period of 30 days;

•  where such additional amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;

•  to, or to a third party on behalf of, a holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such holder, if (a) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (b) the Issuer has given the holders at least 30 days’ notice that holders will be required to provide such certification, identification, documentation or other requirement;

•  in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

•  in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the exchange note;

•  in respect of any tax imposed on overall net income or any branch profits tax; or

•  in respect of any combination of the above.

In addition, no additional amounts shall be paid with respect to any payment on an exchange note to a holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, member or beneficial owner been the holder.

“Relevant Date” means, with respect to any payment on an exchange note, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the trustee on or prior to such due date, the date on which notice is given to the holders that the full amount has been received by the trustee. The exchange notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Issuer nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

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In the event that additional amounts actually paid with respect to the exchange notes described above are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the holder of such exchange notes, and, as a result thereof such holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such holder shall, by accepting such exchange notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

Any reference in this offering memorandum, the indenture or the exchange notes to principal, interest or any other amount payable in respect of the exchange notes by the Issuer or the guarantees by the Guarantors will be deemed also to refer to any additional amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this subsection.

The foregoing obligation will survive termination or discharge of the indenture.

Repurchase of Exchange Notes upon a Change of Control

Not later than 30 days following a Rating Decline that results from a Change of Control, the Issuer will make an Offer to Purchase all outstanding exchange notes at a purchase price equal to 101% of the principal amount plus accrued interest up to, but not including the date of purchase.

An “Offer to Purchase” must be made by written offer, which will specify the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for the purchase (the “purchase date”) not more than five business days after the expiration date. The offer must include information required by the Securities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable holders to tender exchange notes pursuant to the offer.

A holder may tender all or any portion of its exchange notes pursuant to an Offer to Purchase, subject to the requirement that any portion of an exchange note tendered must be in a principal amount of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Holders are entitled to withdraw exchange notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each exchange note accepted for purchase pursuant to the Offer to Purchase, and interest on exchange notes purchased will cease to accrue on and after the purchase date.

The Issuer will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

The Guarantors will agree in the indenture to obtain all necessary consents and approvals from the Central Bank of Brazil for the remittance of funds outside of Brazil prior to making any Offer to Purchase.

Existing and future debt of the Issuer and the Guarantors may provide that a Change of Control is a default or require repurchase upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to purchase the exchange notes could cause a default under other existing or future debt of the Issuer or the Guarantors, even if the Change of Control itself does not, due to the financial effect of the purchase on the Issuer and the Guarantors. In addition, the remittance of funds outside of Brazil to holders or the trustee requires the consent of the Central Bank of Brazil, which may not be granted. Finally, the Issuer’s and the Guarantors’ ability to pay cash to the holders following the occurrence of a Change of Control may be limited by the Issuer’s and the Guarantors’ then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the exchange notes. See “Risk Factors — Certain Factors Relating to the exchange notes — We may be unable to repurchase the exchange notes upon a change of control”.

The phrase “all or substantially all”, as used with respect to the assets of the Issuer and the Guarantors in the definition of “Change of Control”, is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the

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Issuer and the Guarantors has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

In addition, pursuant to the terms of the indenture, we are only required to offer to repurchase the exchange notes in the event that a Change of Control results in a Rating Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, we would not be required to offer to repurchase the exchange notes.

Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holder of the exchange notes to require that the Issuer purchase or redeem the exchange notes in the event of a takeover, recapitalization or similar transaction.

The provisions under the indenture relating to the Issuer’s obligation to make an offer to repurchase the exchange notes as a result of a Change of Control may be waived or amended as described in “— Amendment, Supplement, Waiver”.

Covenants

The indenture contains the following covenants:

Limitations on the Issuer

The indenture limits and restricts the Issuer from taking the following actions or engaging in the following activities or transactions:

•  engaging in any business or entering into, or being a party to, any transaction or agreement except for:

•  the issuance, sale and redemption of the exchange notes (including any additional exchange notes) and activities incidentally related thereto;

•  the incurrence of Debt to make inter-company loans to the Guarantors and entities controlled by the Guarantors to finance the acquisition and leasing of aircraft, equipment and supply materials by the Guarantors and such entities and activities reasonably related thereto;

•  the entering into Hedging Agreements relating to the exchange notes or such other Debt; and

•  any other transaction required by law;

•  acquiring or owning any Subsidiaries or other assets or properties, except an interest in the intercompany loans described above and Hedging Agreements relating to its Debt and instruments evidencing interest in the foregoing; and

•  entering into any consolidation, merger, amalgamation, joint venture, or other form of combination with any person, or selling, leasing, conveying or otherwise disposing of any of its assets or receivables, except as otherwise permitted under “— Limitation on Consolidation, Merger or Transfer of Assets” below.

Limitation on Transactions with Affiliates

Neither the Issuer nor any Guarantor will, nor will the Issuer or any Guarantor permit any of their respective Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer or such Guarantor, other than themselves or any of their respective Subsidiaries, (an “Affiliate Transaction”) unless the terms of the Affiliate Transaction are no less favorable to the Issuer or such Guarantor or such Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate.

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Limitation on Consolidation, Merger or Transfer of Assets

Neither the Issuer nor any Guarantor will consolidate with or merge with or into, or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any person, unless:

•  the resulting, surviving or transferee person (if not the Issuer or such Guarantor) will be a person organized and existing under the laws of the Cayman Islands, Brazil, the United States of America, any State thereof or the District of Columbia, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of the indenture, and such person expressly assumes, by a supplemental indenture to the indenture, executed and delivered to the trustee, all the obligations of the Issuer or such Guarantor under the exchange notes and the indenture;

•  the resulting, surviving or transferee person (if not the Issuer or such Guarantor), if organized and existing under the laws of a jurisdiction other than Cayman Islands or Brazil, undertakes, in such supplemental indenture, (i) to pay such additional amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the exchange notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the exchange notes, subject to the same exceptions set forth under “Additional Amounts” and (ii) that the provisions set forth under “Tax Redemption” shall apply to such person, but in both cases, replacing existing references in such clause to the Cayman Islands, Brazil or to the Taxing Jurisdiction with references to the jurisdiction of organization of the resulting, surviving or transferee person as the case may be;

•  immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and

•  the Issuer or such Guarantor will have delivered to the trustee an officers’ certificate and an opinion of independent legal counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the indenture.

Notwithstanding anything to the contrary contained in the foregoing, any of the Guarantors may consolidate with or merge with the Issuer or any Subsidiary that becomes a Guarantor concurrently with the relevant transaction.

The trustee will accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in this covenant, in which event it will be conclusive and binding on the holders.

Reporting Requirements

The Issuer and the Guarantors will provide the trustee with the following reports (and will also provide the trustee with sufficient copies, as required, of the following reports referred to the first four bullets below for distribution, at their expense, to all holders of exchange notes):

•  an English language version of the TAM S.A.’s annual audited consolidated financial statements prepared in accordance with Brazilian GAAP promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;

•  an English language version of TAM S.A.’s unaudited quarterly financial statements prepared in accordance with Brazilian GAAP promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

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•  simultaneously with the delivery of each set of financial statements referred to in clauses (1) and (2) above, an officers’ certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Issuer and/or the Guarantors are taking or propose to take with respect thereto;

•  without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Issuer and/or the Guarantors with (a) the CVM, (b) the Luxembourg Stock Exchange or any other stock exchange on which the exchange notes may be listed or (c) the SEC (in each case, to the extent that any such report or notice is generally available to its securityholders or the public in Brazil or elsewhere and, in the case of clause (c), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); and

•  upon any director or executive officer of the Issuer or any Guarantor becoming aware of the existence of a Default or Event of Default, an officers’ certificate setting forth the details thereof and the action which the Issuer and/or such Guarantor are taking or propose to take with respect thereto.

Delivery of the above reports to the trustee is for informational purposes only and the trustee’s receipt of such reports will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantors’ compliance with any of their covenants in the indenture (as to which the trustee is entitled to rely exclusively on officers’ certificates).

Events of Default

An “Event of Default” occurs if:

•  the Issuer defaults in any payment of interest (including any related additional amounts) on any exchange note when the same becomes due and payable, and such default continues for a period of 30 days;

•  the Issuer defaults in the payment of the principal (including any related additional amounts) of any exchange note when the same becomes due and payable upon acceleration or redemption or otherwise;

•  the Issuer or either Guarantor fails to comply with any of its covenants or agreements in the exchange notes or the indenture (other than those referred to in the first two bullets above), and such failure continues for 60 days after the notice specified below;

•  the Issuer, either Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Issuer, either Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Issuer, such Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the indenture, which default (a) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals U.S.$50 million (or the equivalent thereof at the time of determination) or more in the aggregate;

•  one or more final judgments or decrees for the payment of money of U.S.$50 million (or the equivalent thereof at the time of determination) or more in the aggregate are rendered against the Issuer, either Guarantor or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

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•  an involuntary case or other proceeding is commenced against the Issuer, either Guarantor or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Issuer, either Guarantor or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect and such order is not being contested by the Issuer, either Guarantor or such Significant Subsidiary, as the case may be, in good faith or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made;

•  the Issuer, either Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, concordata or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, either Guarantor or any Significant Subsidiary or for all or substantially all of the property of the Issuer, either Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

•  any event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of the preceding two bullet points;

•  any guarantee ceases to be in full force and effect, other than in accordance with the terms of the indenture, or a Guarantor denies or disaffirms its obligations under its guarantee; or

•  TAM S.A. ceases to own directly or indirectly 100% of the outstanding share capital of the Issuer.

A Default under the third bullet point above will not constitute an Event of Default until the trustee or the holders of at least 25% in principal amount of the exchange notes outstanding notify the Issuer and the Guarantors of the Default and the Issuer and the relevant Guarantor, as the case may be, do not cure such Default within the time specified after receipt of such notice.

The trustee is not to be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) an attorney, authorized officer or agent of the trustee with direct responsibility for the indenture has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has been given to the trustee by the Issuer or any holder.

If an Event of Default (other than an Event of Default specified in the sixth, seventh or eighth bullet points above) occurs and is continuing, the trustee or the holders of not less than 25% in principal amount of the exchange notes then outstanding may declare all unpaid principal of and accrued interest on all exchange notes to be due and payable immediately, by a notice in writing to the Issuer, and upon any such declaration such amounts will become due and payable immediately. If an Event of Default specified in the sixth, seventh or eighth bullet points above occurs and is continuing, then the principal of and accrued interest on all exchange notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder.

Subject to the provisions of the indenture relating to the duties of the trustee in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered to the trustee indemnity reasonably satisfactory to the trustee. Subject to such provision for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding exchange notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

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Defeasance

The Issuer or any Guarantor may at any time terminate all of its obligations with respect to the exchange notes (“defeasance”), except for certain obligations, including those regarding any trust established for a defeasance and obligations to register the transfer or exchange of the exchange notes, to replace mutilated, destroyed, lost or stolen exchange notes and to maintain agencies in respect of exchange notes. The Issuer or any Guarantor may at any time terminate its obligations under certain covenants set forth in the indenture, and any omission to comply with such obligations will not constitute a Default or an Event of Default with respect to the exchange notes issued under the indenture (“covenant defeasance”). In order to exercise either defeasance or covenant defeasance, the Issuer or such Guarantor must irrevocably deposit in trust, for the benefit of the holders of the exchange notes, with the trustee money or U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certificate delivered to the trustee, without consideration of any reinvestment, to pay the principal of, and interest on the exchange notes to redemption or maturity and comply with certain other conditions, including the delivery of opinions of U.S., the Cayman Islands and Brazilian counsel as to certain tax matters (including to the effect that the holders of the exchange notes will not recognize income, gain or loss for U.S., the Cayman Islands or Brazilian federal income tax purposes, as the case may be, as a result of such deposit and defeasance and will be subject to U.S., the Cayman Islands or Brazilian federal income tax, as the case may be, on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred). In the case of defeasance or covenant defeasance, the guarantees will terminate.

Amendment, Supplement, Waiver

Subject to certain exceptions, the indenture may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the exchange notes then outstanding, and any past Default or Event of Default or compliance with any provision may be waived with the consent of the holders of at least a majority in principal amount of the exchange notes then outstanding. However, without the consent of each holder of an outstanding note affected thereby, no amendment or waiver may:

•  reduce the principal amount of or change the Stated Maturity of any payment on any exchange note;

•  reduce the rate of any interest on any exchange note;

•  reduce the amount payable upon redemption of any exchange note or change the time at which any exchange note may be redeemed;

•  change the currency for payment of principal of, or interest or any additional amounts on, any exchange note;

•  impair the right to institute suit for the enforcement of any right to payment on or with respect to any exchange note;

•  waive certain payment defaults with respect to the exchange notes;

•  reduce the principal amount of exchange notes whose holders must consent to any amendment or waiver;

•  make any change in the amendment or waiver provisions which require each holder’s consent;

•  modify or change any provision of the indenture affecting the ranking of the exchange notes or the guarantees in a manner adverse to the holders of the exchange notes; or

•  make any change in the guarantees that would adversely affect the holders,

provided that the provisions of the covenant described under the caption “— Repurchase of exchange notes Upon a Change of Control” may, except as provided above, be amended or waived with the consent of holders holding not less than 662/3% in aggregate principal amount of the exchange notes.

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The holders of the exchange notes will receive prior notice as described under “— Notices” of any proposed amendment to the exchange notes or the indenture or any waiver described in the preceding paragraph. After an amendment or any waiver described in the preceding paragraph becomes effective, the Issuer is required to mail to the holders a notice briefly describing such amendment or waiver. However, the failure to give such notice to all holders of the exchange notes, or any defect therein, will not impair or affect the validity of the amendment or waiver.

The consent of the holders of the exchange notes is not necessary to approve the particular form of any proposed amendment or any waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.

The Issuer, the Guarantors and the trustee may, without the consent or vote of any holder of the exchange notes, amend or supplement the indenture or the exchange notes for the following purposes:

•  to cure any ambiguity, omission, defect or inconsistency;

•  to comply with the covenant described under “— Limitation on Consolidation, Merger or Transfer of Assets”;

•  to add guarantees or collateral with respect to the exchange notes;

•  to add to the covenants of the Issuer or the Guarantors for the benefit of holders of the exchange notes;

•  to surrender any right conferred upon the Issuer or the Guarantors;

•  to evidence and provide for the acceptance of an appointment by a successor trustee;

•  to provide for the issuance of additional exchange notes;

•  to provide for any guarantee of the exchange notes, to secure the exchange notes or to confirm and evidence the release, termination or discharge of any guarantee of the exchange notes when such release, termination or discharge is permitted by the indenture;

•  make any other change that does not materially and adversely affect the rights of any holder of the exchange notes or to conform the indenture to this “Description of the Exchange Notes”; or

•  to comply with any applicable requirements of the SEC, including in connection with any required qualification of the indenture under the U.S. Trust Indenture Act of 1939, as amended.

Notices

For so long as exchange notes in global form are outstanding, notices to be given to holders will be given to the depositary, in accordance with its applicable policies as in effect from time to time. If exchange notes are issued in certificated form, notices to be given to holders will be deemed to have been given upon the mailing by first class mail, postage prepaid, of such notices to holders of the exchange notes at their registered addresses as they appear in the trustee’s records. For so long as the exchange notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and it is required by the rules of the Luxembourg Stock Exchange, publication of such notice to the holders of the exchange notes in English in a leading newspaper having general circulation in Luxembourg (which is expected to be the d’Wort) or on the website of the Luxembourg Stock Exchange.

Trustee

The Bank of New York is the trustee under the indenture.

The indenture contains provisions for the indemnification of the trustee and for its relief from responsibility. The obligations of the trustee to any holder are subject to such immunities and rights as are set forth in the indenture.

Except during the continuance of an Event of Default, the trustee needs to perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read

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into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Issuer and its affiliates may from time to time enter into normal banking and trustee relationships with the trustee and its affiliates.

Governing Law and Submission to Jurisdiction

The exchange notes, the indenture and the guarantees will be governed by the laws of the State of New York.

Each of the parties to the indenture will submit to the jurisdiction of the U.S. federal and New York State courts located in the Borough of Manhattan, City and State of New York for purposes of all legal actions and proceedings instituted in connection with the exchange notes and the indenture. The Issuer and the Guarantors have appointed National Corporate Research Limited, currently having an office 225 West 34th Street — Suite 910, New York, New York 10122, as their authorized agent upon which process may be served in any such action.

Currency Indemnity

U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer or the Guarantors under or in connection with the exchange notes and the guarantees, including damages. Any amount received or recovered in a currency other than dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) by any holder of an exchange note in respect of any sum expressed to be due to it from the Issuer or the Guarantors will only constitute a discharge to the Issuer or the Guarantors, as the case may be, to the extent of the dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that dollar amount is less than the dollar amount expressed to be due to the recipient under any exchange note, the Issuer and the Guarantors will indemnify such holder against any loss sustained by it as a result; and if the amount of United States dollars so purchased is greater than the sum originally due to such holder, such holder will, by accepting an exchange note, be deemed to have agreed to repay such excess. In any event, the Issuer and the Guarantors will indemnify the recipient against the cost of making any such purchase.

For the purposes of the preceding paragraph, it will be sufficient for the holder of an exchange note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of the Issuer and the Guarantors, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any holder of an exchange note and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any an exchange note.

Certain Definitions

The following is a summary of certain defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as other capitalized terms used herein for which no definition is provided.

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“Affiliate” means, with respect to any specified person, (a) any other person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified person or (b) any other person who is a director or officer (i) of such specified person, (ii) of any subsidiary of such specified person or (iii) of any person described in clause (a) above. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Brazilian GAAP” means accounting practices prescribed by Brazilian Corporation Law, the rules and regulations issued by the CVM and the accounting standards issued by the Brazilian Institute of Independent Accountants (Instituto dos Auditores Independentes do Brasil), in each case as in effect from time to time.

“Capital Lease Obligations” means, with respect to any person, any obligation which is required to be classified and accounted for as a capital lease on the face of a balance sheet of such person prepared in accordance with Brazilian GAAP; the amount of such obligation will be the capitalized amount thereof, determined in accordance with Brazilian GAAP; and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” means, with respect to any person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or nonvoting), such person’s equity including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Change of Control” means:

•  the direct or indirect sale or transfer of all or substantially all the assets of TAM S.A. to another Person (in each case, unless such other Person is a Permitted Holder); or

•  the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, other than Permitted Holders) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of TAM S.A.; or

•  the first day on which a majority of the Board of Directors of TAM S.A. consists of persons who were elected by shareholders who are not Permitted Holders.

“CVM” means the Brazilian exchange notes Commission, or Comissão de Valores Mobiliários.

“Debt” means, with respect to any person, without duplication:

•  the principal of and premium, if any, in respect of (a) indebtedness of such person for money borrowed and (b) indebtedness evidenced by debentures, notes or other similar instruments for the payment of which such person is responsible or liable;

•  all Capital Lease Obligations of such person;

•  all obligations of such person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such person and all obligations of such person under any title retention agreement (but excluding trade accounts payable or other short-term obligations to suppliers payable within 180 days, in each case arising in the ordinary course of business);

•  all obligations of such person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in the first three bullet points above) entered into in the ordinary course of business of such person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following receipt by such person of a demand for reimbursement following payment on the letter of credit);

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•  all Hedging Obligations of such person;

•  all obligations of the type referred to in the first four bullet points above of other persons and all dividends of other persons for the payment of which, in either case, such person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee (other than obligations of other persons that are customers or suppliers of such person for which such person is or becomes so responsible or liable in the ordinary course of business to (but only to) the extent that such person does not, or is not required to, make payment in respect thereof);

•  all obligations of the type referred to in the first five bullet points above of other persons secured by any Lien on any property or asset of such person (whether or not such obligation is assumed by such person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and

•  any other obligations of such person which are required to be, or are in such person’s financial statements, recorded or treated as debt under Brazilian GAAP.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Fitch” means Fitch Ratings, Ltd. and its successors.

“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Debt or other obligation of any person and any obligation, direct or indirect, contingent or otherwise, of such person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“Guarantor” means each of (i) TAM S.A. and TAM Linhas Aéreas S.A. and (ii) any successor obligor under the guarantees pursuant to the covenant described under the caption “— Certain Covenants — Consolidation, Merger or Sale of Assets,” unless and until such Guarantor is released from its guarantee pursuant to the indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

“Hedging Obligations” means, with respect to any person, the obligations of such person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such person against changes in interest rates or foreign exchange rates.

“holder” means the person in whose name a note is registered in the register.

“Lien” means any mortgage, pledge, security interest, encumbrance, conditional sale or other title retention agreement or other similar lien.

“Permitted Holders” means any or all of the following

•  an immediate family member of Noemy Almeida Oliveiro Amaro, Maria Claudia Oliveira Amaro Demenato, Maurcio Rolim Amaro, Marcos Adolfo Tadeu Senamo Amaro and João Francisco Amaro or any Affiliate or immediate family member thereof; immediate family member of a person means the

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spouse, lineal descendants, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law and sister-in-law of such person; and

•  any Person the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned at least 51% by Persons specified in the above bullet point.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Rating Agency” means Standard & Poor’s or Fitch; or if Standard & Poor’s or Fitch, or both, are not making rating of the exchange notes publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by us, which will be substituted for Standard & Poor’s or Fitch, or both, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the exchange notes is under publicly announced consideration for possible down grade by either Rating Agency) after the date of public notice of a Change of Control, or of our intention or that of any Person to effect a Change of Control, the then-applicable rating of the exchange notes is decreased by each Rating Agency; provided that any such Rating Decline is in whole or in part in connection with a Change in Control.

“Significant Subsidiary” means any Subsidiary of TAM S.A. (or any successor) which at the time of determination either (a) had assets which, as of the date of TAM S.A.’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of TAM S.A.’s (or such successor’s) total assets on a consolidated basis as of such date, or (b) had revenues for the 12-month period ending on the date of TAM S.A.’s (or such successor’s) most recent quarterly consolidated statement of income which constituted at least 10% of TAM S.A.’s (or such successor’s) total revenues on a consolidated basis for such period.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subsidiary” means, in respect of any specified person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

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FORM, DENOMINATION AND TRANSFER

The exchange notes will be issued in registered form without interest coupons in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The exchange notes will initially be represented by a permanent global note or notes in fully registered form registered in the name of a nominee of DTC and deposited with a custodian for DTC (the “global notes”).

Except in the limited circumstances described under “— Global Notes”, owners of the beneficial interests in global notes will not be entitled to receive physical delivery of individual definitive notes. The notes are not issuable in bearer form.

Global Notes

DTC will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by global notes to the accounts of persons who have accounts with DTC. Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC (“DTC Participants”) or persons who hold interests through DTC Participants. Ownership of beneficial interests in the global notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of persons other than DTC Participants).

So long as DTC, or its nominee, is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global note for all purposes under the indenture and the exchange notes. Unless DTC notifies us that it is unwilling or unable to continue as depositary for a global note, or ceases to be a “clearing agency” registered under the Exchange Act, or any of the exchange notes becomes immediately due and payable in accordance with “Description of the Exchange Notes — Events of Default”, owners of beneficial interests in a global note will not be entitled to have any portions of such global note registered in their names, will not receive or be entitled to receive physical delivery of securities in individual definitive form and will not be considered the owners or holders of the global note (or any exchange notes represented thereby) under the indenture or the exchange notes. In addition, no beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the indenture referred to herein and, if applicable, those of Euroclear and Clearstream, Luxembourg).

Investors may hold interests in the global exchange notes through Euroclear or Clearstream, Luxembourg, if they are participants in such systems. Euroclear and Clearstream, Luxembourg will hold interests in the global notes on behalf of their account holders through customers’ securities accounts in their respective names on the books of their respective depositaries, which, in turn, will hold such interests in the global notes in customers’ securities accounts in the depositaries’ names on the books of DTC. Investors may hold their interests in the Global notes directly through DTC, if they are DTC Participants, or indirectly through organizations which are DTC Participants.

Payments of the principal of and interest on global notes will be made to DTC or its nominee as the registered owner thereof. We have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We anticipate that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note representing any exchange notes held by its nominee, will immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. We also expect that payments by DTC Participants to owners of beneficial interests in such global note held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such DTC Participants.

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Transfers between DTC Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical individual definitive certificate in respect of such interest. Transfers between accountholders in Euroclear and Clearstream, Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between DTC Participants, on the one hand, and directly or indirectly through Euroclear or Clearstream, Luxembourg account holders, on the other hand, will be effected at DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global notes in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Euroclear and Clearstream, Luxembourg account holders may not deliver instructions directly to the depositaries for Euroclear or Clearstream, Luxembourg.

Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg account holder purchasing an interest in a global note from a DTC Participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, Luxembourg, as the case may be) immediately following the DTC settlement date and such credit of any transactions in interests in a global note settled during such processing day will be reported to the relevant Euroclear or Clearstream, Luxembourg accountholder on such day. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global note by or through a Euroclear or Clearstream, Luxembourg account holder to a DTC Participant will be received for value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day following settlement in DTC.

DTC has advised that it will take any action permitted to be taken by holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more DTC Participants to whose account or accounts with DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such DTC Participant or DTC Participants has or have given such direction. However, in the limited circumstances described below, DTC will exchange the global notes for individual definitive notes, which will be distributed to its participants. Holders of indirect interests in the global notes through DTC Participants have no direct rights to enforce such interests while the exchange notes are in global form.

The giving of notices and other communications by DTC to DTC Participants, by DTC Participants to persons who hold accounts with them and by such persons to holders of beneficial interests in a global note will be governed by arrangements between them, subject to any statutory or regulatory requirements as may exist from time to time.

DTC has advised as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for DTC Participants and to facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include security brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to others such as banks,

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brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“indirect participants”).

Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants and accountholders of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance of DTC, Euroclear or Clearstream, Luxembourg or their respective participants, indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations.

Individual Definitive Notes

If (1) DTC or any successor to DTC is at any time unwilling or unable to continue as a depositary and a successor depositary is not appointed by us within 90 days or (2) any of the exchange notes has become immediately due and payable in accordance with “Description of the Exchange Notes — Events of Default”, the Issuer will issue individual definitive notes in registered form in exchange for the global notes. Upon receipt of such notice from DTC or the paying agent, as the case may be, we will use its best efforts to make arrangements with DTC for the exchange of interests in the global notes for individual definitive notes and cause the requested individual definitive notes to be executed and delivered to the registrar in sufficient quantities and authenticated by the registrar for delivery to holders. Persons exchanging interests in a global note for individual definitive notes will be required to provide the registrar with (a) written instruction and other information required by us and the registrar to complete, execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in exchange for any global note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC.

Individual definitive notes will not be eligible for clearing and settlement through Euroclear, Clearstream, Luxembourg or DTC.

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TAXATION

The following discussion, subject to the limitations set forth below, describes material Cayman Islands, Brazilian and United States tax considerations relating to your ownership and disposition of exchange notes. This discussion does not purport to be a complete analysis of all tax considerations in the Cayman Islands, Brazil or the United States and does not address tax treatment of holders of exchange notes under the laws of other countries or taxing jurisdictions. Holders of exchange notes who are resident in countries other than the Cayman Islands, Brazil and the United States along with holders that are resident in those countries, are urged to consult with their own tax advisors as to which countries’ tax laws could be relevant to them.

Material Cayman Islands Tax Considerations

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any notes under the laws of their country of citizenship, residence or domicile.

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the exchange notes. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

A holder of unregistered notes will not be subject to income or withholding tax in the Cayman Islands when exchanging unregistered notes for exchange notes pursuant to this exchange offer or on any amounts received that are attributable to accrued but unpaid interest. Furthermore, payments of interest and principal on the exchange notes will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal to any holder of the exchange notes, nor will gains derived from the disposal of the exchange notes be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

No stamp duty is payable in respect of the issue of the exchange notes. An instrument of transfer in respect of a note is stampable if executed in or brought into the Cayman Islands.

Material Brazilian Tax Considerations

The following discussion is a general description of certain Brazilian tax aspects of the exchange notes applicable to an individual, entity, trust or organization, resident or domiciled outside Brazil for tax purposes (“Non-Brazilian Holder”).

Generally, any capital gains generated outside Brazil as a result of a transaction between two non-residents of Brazil with assets not located in Brazil are not directly subject to tax in Brazil. On the other hand, when the assets are located in Brazil, such capital gains are subject to income tax, according to Law No. 10,833, enacted on December 29, 2003. Since the exchange notes will be issued abroad and will be registered in Luxembourg, we believe that the exchange notes would not fall within the definition of assets located in Brazil for the purposes of Law No. 10,833. However, we cannot assure prospective Non-Brazilian Holders that such interpretation of Law No. 10,833 will prevail in the courts of Brazil. In case the exchange notes are deemed to be located in Brazil, gains recognized by a Non-Brazilian Holder upon the sale or other disposition of the exchange notes to a Non-Brazilian Holder will be subject to income tax in Brazil at a rate of 15%, or 25% if the Non-Brazilian Holder is located in a tax haven, which is defined, for these purposes, as a country which does not impose any income tax or which imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership.

Because the Issuer is considered for Brazilian tax purposes as domiciled abroad, payments of interest or principal under the exchange notes made by the Issuer to a Non-Brazilian Holder are not subject to withholding taxes in Brazil, as long as such payments are made with funds held by such entity abroad.

Generally, payments of income made by Brazilian residents are subject to income tax withheld at source, at a variable rate depending on the nature of the payment and the location of the beneficiary, at a maximum of

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25%. Thus, if any of the Guarantors has to make any payments of interest under the exchange notes, such payments will be taxed at a rate not exceeding 25%.

There is some uncertainty regarding the applicable tax treatment to payments of the principal amount by any of the Guarantors to Non-Brazilian Holders. Although the argument that such payments made by any of the Guarantors do not convert the nature of the payment from principal into taxable income, there are no precedents from Brazilian courts endorsing that position.

In addition, payments made from Brazil are taxed with the temporary contribution on financial transactions (CPMF), which is levied at a rate of 0.38% on any Brazilian bank account withdrawals, and with tax of foreign exchange transactions (IOF/Câmbio), which is levied on the conversion of Brazilian currency into foreign currency at a current rate of 0% (although the Brazilian federal government may increase such rate up to 25%, but only with respect to future transactions).

Generally, there is no stamp, transfer or other similar tax in Brazil with respect to the transfer, assignment or sale of any debt instrument outside Brazil (including the exchange notes) nor any inheritance, gift or succession tax applicable to the ownership, transfer or disposition of the exchange notes, except for gift and inheritance taxes imposed in some states of Brazil on gifts and bequests by individuals or entities not domiciled or residing in Brazil to individuals or entities domiciled or residing within such Brazilian states.

THE ABOVE DESCRIPTION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF SECURITIES. PROSPECTIVE PURCHASERS OF SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR SITUATIONS.

United States Federal Income Tax Considerations

Exchange of unregistered notes for exchange notes

An exchange of unregistered notes for exchange notes in accordance with this exchange offer will not be treated as a taxable exchange for U.S. federal income tax purposes. Accordingly, U.S. Holders who exchange their unregistered notes for exchange notes will not recognize income, gain or loss for U.S. federal income tax purposes. A U.S. Holder’s tax basis in the exchange notes will be equal to its adjusted basis in the unregistered notes and its holding period for the exchange notes will include the period during which it held the unregistered notes.

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PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of the exchange notes, other than any holder that is a broker-dealer that acquired unregistered notes:

•  as a result of market-making activities or other trading activities;

•  or directly from us for resale pursuant to Rule 144A, Regulation S or another available exemption under the Securities Act,

who exchange their unregistered notes for exchange notes pursuant to this exchange offer may offer for resale and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are:

•  acquired in the ordinary course of the holders’ business;

•  the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

•  the holders are not our “affiliates”, within the meaning of Rule 405 under the Securities Act.

The staff of the SEC has not considered this exchange offer in the context of a no-action letter and we can give no assurance that the staff of the SEC would make a similar determination with respect to this exchange offer. Accordingly, any holder of an unregistered note using this exchange offer to participate in a distribution of the exchange notes to be acquired in this exchange offer:

•  cannot rely on the position of the staff of the SEC stated in Exxon Capital Holdings Corporation (avail. April 13, 1989) or similar letters; and

•  must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Each broker-dealer who holds unregistered notes acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for the unregistered notes pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

By tendering unregistered notes in exchange for exchange notes, you will represent to us, among other things, that:

•  you are acquiring the exchange notes in the ordinary course of your business;

•  at the time of the commencement of this exchange offer, you have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes you will receive in this exchange offer;

•  you are not our “affiliate”, within the meaning of Rule 405 under the Securities Act, or if you are an affiliate, that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  you have full power and authority to tender, exchange, sell, assign and transfer the tender unregistered notes;

•  we will acquire good, marketable and unencumbered title to the tendered unregistered notes free and clear of all liens, restrictions, charges and encumbrances; and

•  the unregistered notes tendered for exchange are not subject to any adverse claims or proxies.

If you are not a broker-dealer, by tendering unregistered notes and executing a letter of transmittal, you represent and agree that you are not engaged in, and do not intend to engage in, distribution of the exchange notes within the meaning of the Securities Act.

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A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business on the 120th day following the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Broker-dealers that receive exchange notes for their own account pursuant to this exchange offer may resell the exchange notes from time to time in one or more transactions:

•  in the over-the-counter market;

•  in negotiated transactions;

•  through the writing of options on the exchange notes; or

•  a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.

Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that it receives for its own account in this exchange offer and any broker or dealer that participates in a distribution of exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any resale of exchange notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivers a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all registration expenses incident to this exchange offer other than the expenses of counsel to the underwriters or holders of the unregistered notes as well as underwriting discounts and commissions and transfer taxes, if any.

LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Clifford Chance US LLP, our U.S. counsel. Matters of Brazilian law will be passed upon for us by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel. Matters of Cayman Islands law, relating to the exchange notes and the indenture, will be passed upon for us by Ogier, our Cayman Islands counsel.

ENFORCEMENT OF CIVIL LIABILITIES

Cayman Islands

The Issuer is an exempted company limited by shares incorporated under the laws of the Cayman Islands. As a result, it may not be possible for investors to effect service of process upon the Issuer within the United States or to enforce against the Issuer in United States courts judgments predicated upon the civil liability provisions of the securities laws of the United States. The Issuer has been informed by Ogier, its legal advisor in the Cayman Islands, that the United States and the Cayman Islands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters and that a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States securities laws, would, therefore, not be automatically enforceable in the Cayman Islands and there is doubt as to the enforceability in the Cayman Islands, in original actions or in actions for the enforcement of judgments of the United States courts, of

48

liabilities predicated solely upon United States securities laws. The Issuer has appointed National Corporate Research Limited as its agent for service of process.

Brazil

We are incorporated under the laws of Brazil. All of our directors and officers reside in Brazil and substantially all of our assets are located in Brazil. As a result, you may not be able to effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these other persons judgments obtained in United States courts or in the courts of other jurisdictions outside Brazil predicated upon the civil liability provisions of the federal securities laws of the United States or the laws of such other jurisdictions.

We have been advised by our Brazilian legal counsel, Machado, Meyer, Sendacz e Opice Advogados, that a judgment of a United States court or other non-Brazilian courts for civil liabilities predicated upon the federal securities laws of the United States or laws of countries other than Brazil, subject to certain requirements described below, may be enforced in Brazil. Such counsel has advised that a judgment against us or our directors and officers obtained in the United States would be enforceable in Brazil against us or any such person without reconsideration of the merits upon confirmation of that judgment by the Superior Court of Justice. That confirmation, generally, will be available if the United States judgment or any other foreign judgment (i) fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted, (ii) is issued by a court of competent jurisdiction after proper service of process in accordance with Brazilian laws, (iii) is not subject to appeal, (iv) is authenticated by a Brazilian consular office in the country where the foreign judgment is issued and is accompanied by a sworn translation into Portuguese, and (v) is not contrary to Brazilian national sovereignty, public policy or “good morals” (as set forth in Brazilian law).

We have further been advised by Machado, Meyer, Sendacz e Opice Advogados that (i) original actions may be brought in connection with this prospectus predicated solely on the federal securities laws of the United States in Brazilian courts and that Brazilian courts may enforce liabilities in such actions against us and certain of our advisors named herein subject to Brazilian public policy and national sovereignty, and (ii) the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is limited by provisions of Brazilian law. In addition, a plaintiff (whether Brazilian or non-Brazilian) who resides outside Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil. This bond must have a value sufficient to satisfy the payment of court fees and defendant’s attorney’s fees, as determined by the Brazilian judge, except in the case of the enforcement of foreign judgments which have been duly confirmed by the Superior Court of Justice. Notwithstanding the foregoing, no assurance can be given that confirmation of any judgment will be obtained, or that the process described above can be conducted in a timely manner.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal controls over financial reporting (which is included in Management’s Report on Internal Controls over Financial Reporting) incorporated in this prospectus by reference in our Form 20-F for the year ended December 31, 2006 have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

49

U.S.$300,000,000

TAM Capital Inc.

Offer to exchange all outstanding

7.375% Senior Guaranteed Notes due 2017
unconditionally guaranteed by TAM S.A. and TAM Linhas Aéreas S.A.

for

7.375% Senior Guaranteed Notes due 2017
unconditionally guaranteed by TAM S.A. and TAM Linhas Aéreas S.A.
that have been registered under
the Securities Act of 1933

PROSPECTUS

          , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers

Under Brazilian Law, any provision, whether contained in the articles of association of a company or in any agreement, exempting any officer or director or indemnifying any officer or director against any liability which by law or otherwise would attach to them in respect of negligence, default, misfeasance, breach of duty or trust, is void. A company may, however, indemnify an officer or director against any liability incurred by them in defending any proceedings, whether criminal or civil, in which a judgment is given in their favor. We have not entered into any indemnification agreements of this kind.

Item 21.   Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit
Number			Item
	3	.1	Memorandum and articles of TAM Capital Inc.
	3	.2	Estatuto Social (bylaws) of TAM S.A. incorporated herein by reference from our fourth pre-effective amendment to our Registration Statement on Form F-1, filed February 17, 2006, File No. 333-131938.
	3	.3	Estatuto Social (bylaws) of TAM Linhas Aéreas S.A.
	4	.1	Indenture dated as of April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A.
	4	.2	Form of Global Note.
	4	.3	Registration Rights Agreement dated April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., Citigroup Global Markets Inc. and UBS Securities LLC.
	5	.1	Opinion of Clifford Chance US LLP with respect to the exchange notes.
	5	.2	Opinion of Ogier with respect to the exchange notes.
	5	.3	Opinion of Machado Meyer Sendacz e Opice Advogados with respect to the exchange notes.
	8	.1	Opinion of Ogier regarding tax matters (contained in Exhibit 5.2).
	8	.2	Opinion of Machado Meyer Sendacz e Opice Advogados regarding tax matters.
	12		Computation of Ratio of Earnings to Fixed Charges.
	21	.1	List of Subsidiaries of TAM S.A. incorporated herein by reference from our annual report on Form 20-F, filed June 1, 2007, File No. 001-32826.
	23	.1	Consent of PricewaterhouseCoopers Auditores Independentes.
	23	.2	Consent of Clifford Chance US LLP (contained in Exhibit 5.1).
	23	.3	Consent of Ogier (contained in Exhibit 5.2).
	23	.4	Consents of Machado Meyer Sendacz e Opice Advogados (contained in Exhibits 5.3 and 8.2).
	24	.1	Powers of Attorney of TAM S.A. (included on signature page to Registration Statement).
	24	.2	Powers of Attorney of TAM Capital Inc. (included on signature page to Registration Statement).
	24	.3	Powers of Attorney of TAM Linhas Aéreas S.A. (included on signature page to Registration Statement).
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as Trustee, on Form T-1, relating to the 7.375% Senior Guaranteed Notes due 2017 (including Exhibit 7 to Form T-1).
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Letter to Nominees.

II-1

Exhibit
Number			Item
	99	.5	Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Owner.
	99	.6	Form of Exchange Agent Agreement.

(b) Financial Statement Schedules

Not applicable.

Item 22.   Undertakings

(a) The undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-4, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to

II-2

section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURE PAGE OF TAM S.A.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM S.A., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on August 31, 2007.

TAM S.A.

By:	/s/  Marco Antônio Bologna Name: Marco Antônio Bologna Title:   Chief Executive Officer
By:	/s/   Libano Miranda Barroso

Name: Libano Miranda Barroso

Title:    Chief Financial Officer

II-4

POWER OF ATTORNEY FOR TAM S.A.

We, the undersigned directors and officers of TAM S.A., do hereby constitute Marco Antônio Bologna and Libano Miranda Barroso, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, to do any and all acts and things in our respective names and on our respective behalves in the capacities indicated below that Marco Antônio Bologna and Libano Miranda Barroso, or any one of them, may deem necessary or advisable to enable TAM S.A. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us in our respective names in the capacities indicated below any and all amendments (including post-effective amendments) hereto and to file the same, with all exhibits thereto and other documents therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm that Marco Antônio Bologna and Libano Miranda Barroso, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 31, 2007 in the capacities indicated.

Name	Title
/s/  Marco Antônio Bologna Marco Antônio Bologna	Chief Executive Officer
/s/  Libano Miranda Barroso Libano Miranda Barroso	Chief Financial Officer
/s/  José Wagner Ferreira José Wagner Ferreira	Vice-President
/s/  Ruy Antonio Mendes Amparo Ruy Antonio Mendes Amparo	Vice-President
/s/  Paulo Cezar Bastos Castello Branco Paulo Cezar Bastos Castello Branco	Vice-President
/s/  Alberto Fajerman Alberto Fajerman	Vice-President
/s/  Maria Cláudia Oliveira Amaro Demenato Maria Cláudia Oliveira Amaro Demenato	Chairman
/s/  Maurício Rolim Amaro Maurício Rolim Amaro	Vice-Chairman
/s/  Noemy Almeida Oliveira Amaro Noemy Almeida Oliveira Amaro	Board Member
/s/  Luiz Antônio Corrêa Nunes Viana OliveiraLuiz Antônio Corrêa Nunes Viana Oliveira	Board Member
/s/  Adalberto de Moraes Schettert Adalberto de Moraes Schettert	Board Member

II-5

Name	Title
Roger Ian Wright	Board Member
Waldemar Verdi Júnior	Board Member
/s/  Pedro Pullen Parente Pedro Pullen Parente	Board Member
/s/  Donald J. Puglisi Donald J. Puglisi	Authorized Representative in the United States

II-6

SIGNATURE PAGE FOR TAM CAPITAL INC.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM Capital Inc., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on August 31, 2007.

TAM CAPITAL INC.

By:	/s/  Marco Antônio Bologna Name: Marco Antônio Bologna Title:   Director
By:	/s/  Libano Miranda Barroso

Name: Libano Miranda Barroso

Title:    Director

II-7

POWER OF ATTORNEY FOR TAM CAPITAL INC.

We, the undersigned directors and officers of TAM Capital Inc., do hereby constitute Marco Antônio Bologna and Libano Miranda Barroso, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, to do any and all acts and things in our respective names and on our respective behalves in the capacities indicated below that Marco Antônio Bologna and Libano Miranda Barroso, or any one of them, may deem necessary or advisable to enable TAM Capital Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us in our respective names in the capacities indicated below any and all amendments (including post-effective amendments) hereto and to file the same, with all exhibits thereto and other documents therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm that Marco Antônio Bologna and Libano Miranda Barroso, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 31 , 2007 in the capacities indicated.

Name	Title
/s/  Marco Antônio Bologna Marco Antônio Bologna	Director
/s/  Libano Miranda Barroso Libano Miranda Barroso	Director
Egberto Vieira Lima	Director
/s/  Cristina Anne Betts Cristina Anne Betts	Director
/s/  Marcos da Rocha Ferreira Mendes Marcos da Rocha Ferreira Mendes	Director
/s/  Donald J. Puglisi Donald J. Puglisi	Authorized Representative in the United States

II-8

SIGNATURE PAGE OF TAM LINHAS AÉREAS S.A.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, TAM Linhas Aéreas S.A., duly certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on August 31, 2007.

TAM LINHAS AÉREAS S.A.

By:	/s/  Marco Antônio Bologna Name: Marco Antônio Bologna Title:   Chief Executive Officer
By:	/s/  Libano Miranda Barroso

Name: Libano Miranda Barroso

Title:    Vice-President

II-9

POWER OF ATTORNEY FOR TAM LINHAS AÉREAS S.A.

We, the undersigned directors and officers of TAM Linhas Aéreas S.A., do hereby constitute Marco Antônio Bologna and Libano Miranda Barroso, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, to do any and all acts and things in our respective names and on our respective behalves in the capacities indicated below that Marco Antônio Bologna and Libano Miranda Barroso, or any one of them, may deem necessary or advisable to enable TAM Linhas Aéreas S.A. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us in our respective names in the capacities indicated below any and all amendments (including post-effective amendments) hereto and to file the same, with all exhibits thereto and other documents therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm that Marco Antônio Bologna and Libano Miranda Barroso, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 31 , 2007 in the capacities indicated.

Name	Title
/s/  Marco Antônio Bologna Marco Antônio Bologna	Chief Executive Officer
/s/  Libano Miranda Barroso Libano Miranda Barroso	Vice-President
/s/  José Wagner Ferreira José Wagner Ferreira	Vice-President
/s/  Ruy Antonio Mendes Amparo Ruy Antonio Mendes Amparo	Vice-President
/s/  Paulo Cezar Bastos Castello Branco Paulo Cezar Bastos Castello Branco	Vice-President
/s/  Alberto Fajerman Alberto Fajerman	Vice-President
Egberto Vieira Lima	Director
Armando Lucente Filho	Director
/s/  José Zaidan Maluf José Zaidan Maluf	Director
/s/  Donald J. Puglisi Donald J. Puglisi	Authorized Representative in the United States

II-10

EXHIBIT INDEX

Exhibit
Number			Item
	3	.1	Memorandum and articles of TAM Capital Inc.
	3	.2	Estatuto Social (bylaws) of TAM S.A. incorporated herein by reference from our fourth pre-effective amendment to our Registration Statement on Form F-1, filed February 17, 2006, File No. 333-131938.
	3	.3	Estatuto Social (bylaws) of TAM Linhas Aéreas S.A.
	4	.1	Indenture dated as of April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A.
	4	.2	Form of Global Note.
	4	.3	Registration Rights Agreement dated April 25, 2007 among TAM Capital Inc., TAM S.A., TAM Linhas Aéreas S.A., Citigroup Global Markets Inc. and UBS Securities LLC.
	5	.1	Opinion of Clifford Chance US LLP with respect to the exchange notes.
	5	.2	Opinion of Ogier with respect to the exchange notes.
	5	.3	Opinion of Machado Meyer Sendacz e Opice Advogados with respect to the exchange notes.
	8	.1	Opinion of Ogier regarding tax matters (contained in Exhibit 5.2).
	8	.2	Opinion of Machado Meyer Sendacz e Opice Advogados regarding tax matters.
	12		Computation of Ratio of Earnings to Fixed Charges.
	21	.1	List of Subsidiaries of TAM S.A. incorporated herein by reference from our annual report on Form 20-F, filed June 1, 2007, File No. 001-32826.
	23	.1	Consent of PricewaterhouseCoopers Auditores Independentes.
	23	.2	Consent of Clifford Chance US LLP (contained in Exhibit 5.1).
	23	.3	Consent of Ogier (contained in Exhibit 5.2).
	23	.4	Consents of Machado Meyer Sendacz e Opice Advogados (contained in Exhibits 5.3 and 8.2).
	24	.1	Powers of Attorney of TAM S.A. (included on signature page to Registration Statement).
	24	.2	Powers of Attorney of TAM Capital Inc. (included on signature page to Registration Statement).
	24	.3	Powers of Attorney of TAM Linhas Aéreas S.A. (included on signature page to Registration Statement).
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as Trustee, on Form T-1, relating to the 7.375% Senior Guaranteed Notes due 2017 (including Exhibit 7 to Form T-1).
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Letter to Nominees.
	99	.5	Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Owner.
	99	.6	Form of Exchange Agent Agreement.

EX-3.1

Exhibit 3.1

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

TAM CAPITAL INC.

Ref: 2991-0001/GGS/SAG/CP/jo

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

TAM CAPITAL INC.

1.	The name of the Company is TAM Capital Inc.
2.	The Company’s registered office will be situated at the office of Ogier Fiduciary Services (Cayman) Limited, Queensgate House, South Church Street, PO Box 1234, Grand Cayman KY1-1108, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.
3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (Revised).
4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27 (2) of the Companies Law (Revised).
5.	Nothing in the preceding paragraphs shall permit the Company to carry on the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Law (Revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (Revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Law (Revised).
6.	The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent the Company effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
7.	The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

 2

8.	The capital of the Company is fifty thousand United States dollars (US $50,000) divided into five million (5,000,000) shares of one United States cent (US $0.01) par value each with power for the Company, subject to the provisions of the Companies Law (Revised) and the Articles of Association, to redeem any of its shares and to increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained.
9.	The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
10.	Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

 3

The undersigned, being the subscriber to this Memorandum of Association, wishes to form the Company pursuant to this Memorandum of Association; and the undersigned agrees to take the number of shares in the capital of the Company shown opposite its name below.

DATED the 5^th day of April, Two Thousand and Seven.

NAME OF SUBSCRIBER		NO. OF SHARES TAKEN
AND DESCRIPTION	ADDRESS	BY SUBSCRIBER
Ogier Nominees (Cayman) Limited	PO Box 1234	1 share
	Grand Cayman KY1-1108
Limited Company	Cayman Islands

per:
Name:
Title:	Authorised Signatory

WITNESS TO THE ABOVE SIGNATURE:

Name:
Address:	PO Box 1234
	Grand Cayman KY1-1108
	Cayman Islands
Occupation:

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

TAM CAPITAL INC.

2991-0001/GGS/SAG/CP/jo

TABLE OF CONTENTS

Preliminary	1
Commencement of Business	4
Situation of offices of the Company	4
Shares	5
Share Certificates	6
Lien	6
Calls on Shares and Forfeiture	7
Transfer of Shares	9
Transmission of Shares	9
Alteration of Capital	10
Redemption and Purchase of Own Shares	10
General Meetings	11
Proceedings at General Meetings	12
Votes of Members	14
Number of Directors	17
Alternate Directors	17
Proxy Directors	18
Powers of Directors	18
Delegation of Directors’ Powers	18
Appointment, Disqualification and Removal of Directors	19
Remuneration of Directors	20
Directors’ Expenses	21
Directors’ Appointments and Interests	21
Directors’ Gratuities and Pensions	22
Proceedings of Directors	22
Secretary and other Officers	24
Minutes	24
Seal	24
Dividends	25
Record Dates	26
Accounts and Audit	26
Capitalisation of Profits	27
Share Premium Account	28
Notices	28

ii

Winding Up	30
Indemnity	30
Financial Year	31
Amendment of Memorandum and Articles	31
Transfer by way of Continuation	32

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

TAM CAPITAL INC.

Preliminary

1.	The regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.
2.	In these Articles:

(a) the following terms shall have the meanings set opposite if not inconsistent with the subject or context:

“allotment”	shares are taken to be allotted when a person acquires the unconditional right to be included in the Register in respect of those shares;
“Articles”	these articles of association of the Company as from time to time amended by Special Resolution;
“clear days”	in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Company”	the above-named company;
“Directors”	the directors for the time being of the Company or, as the case may be, those Directors assembled as a board or as a committee of the board;
“dividend”	includes a distribution or interim dividend or interim distribution;
“electronic”	has the same meaning as in the Electronic Transactions Law (Revised);

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“electronic communication”	a communication sent by electronic means, including by telefax;
“electronic record”	has the same meaning as in the Electronic Transactions Law (Revised);
“electronic signature”	has the same meaning as in the Electronic Transactions Law (Revised);
“executed”	means any mode of execution;
“holder”	in relation to any share, the Member whose name is entered in the Register as the holder of the share;
“Islands”	the British Overseas Territory of the Cayman Islands;
“Law”	the Companies Law (Revised);
“Member”	has the same meaning as in the Law;
“Memorandum”	the memorandum of association of the Company as from time to time amended;
“month”	a calendar month;
“officer”	includes a Director or a Secretary;
“Ordinary Resolution”	a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting and includes a unanimous written resolution;
“paid up”	means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;
“Register”	the register of Members required to be kept pursuant to the Law;
“Seal”	the common seal of the Company including every duplicate seal;

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“Secretary”	any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
“share”	a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share;
“signed”	includes an electronic signature and a signature or a representation of a signature affixed by mechanical means;
“Special Resolution”	has the same meaning as in the Law and includes a unanimous written resolution;
“subsidiary”	a company is a subsidiary of another company if that other company:
	(a)   holds a majority of the voting rights in it; or
	(b)   is a member of it and has the right to appoint or remove a majority of its board of directors; or
	(c)   is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or
	if it is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands; and
“written” and “in writing”	includes all modes of representing or reproducing words in visible form including in the form of an electronic record;

(b)	unless the context otherwise requires, words or expressions defined in the Law shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;
(c)	unless the context otherwise requires:

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(i)	words importing the singular number shall include the plural number and vice-versa;
(ii)	words importing the masculine gender only shall include the feminine gender; and
(iii)	words importing persons only shall include companies or associations or bodies of persons whether incorporated or not;

(d)	the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
(e)	any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words proceeding those terms;
(f)	the headings herein are for convenience only and shall not affect the construction of these Articles;
(g)	references to statutes are, unless otherwise specified, references to statutes of the Islands (and such reference shall be taken to be to the short title applicable to such statute) and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force;
(h)	in these Articles section 8 of the Electronic Transactions Law (Revised) shall not apply; and
(i)	where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

Commencement of Business

3.	The business of the Company may be commenced as soon after incorporation as the Directors think fit, notwithstanding that only some of the shares may have been allotted.
4.	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

Situation of offices of the Company

5. The registered office of the Company shall be at such address in the Islands as the Directors shall from time to time determine.

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6. The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Directors may from time to time determine.

Shares

7.	Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and these Articles, the Directors have general and unconditional authority to allot (with or without rights of renunciation), grant options over, offer or otherwise deal with or dispose of any unissued shares of the Company (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Law.
8.	The Company shall not issue shares or warrants to bearer.
9.	The Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.
10.	The Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage fees as may be lawful.
11.	Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder.
12.	If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall

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	mutatis mutandis apply, but so that the necessary quorum shall be any one (1) or more persons holding or representing by proxy not less than one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.
13.	The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
14.	The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution shall, unless otherwise agreed at or prior to the time such contribution is made, be treated as if it were share premium and shall be subject to the provisions of the Law and these Articles applicable to share premium.

Share Certificates

15.

Every Member, upon becoming the holder of any shares, shall be entitled without payment to one (1) certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one (1) or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. A certificate may be sealed with the Seal or executed in such other manner as the Directors may prescribe. The Company shall not be bound to issue more than one (1) certificate for shares held jointly by several persons and delivery of a certificate for a share to one (1) joint holder shall be a sufficient delivery to all of them.

16.

If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Lien

17. The Company shall have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article.

18. The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable

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and is not paid within fourteen (14) clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

19.

To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale.

20.

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

Calls on Shares and Forfeiture

21.	Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
22.	A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
23.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
24.	If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten per cent (10%) but the Directors may waive payment of the interest wholly or in part.
25.	An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call, and if it is not paid when due all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

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26.	Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.
27.	If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
28.	If the notice is not complied, with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
29.	Subject to the provisions of the Law, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorise any person to execute an instrument of transfer of the share to that person.
30.	A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten per cent (10%) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
31.	A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

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Transfer of Shares

32.	The instrument of transfer of a share may be in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid up, by or on behalf of the transferee.
33.	The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share to any person, whether or not it is a fully paid up share or a share on which the Company has a lien.
34.	If the Directors refuse to register a transfer of a share, they shall within two (2) months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.
35.	The registration of transfers of shares or of shares of any class may be suspended at such times and for such periods (not exceeding thirty (30) days in any year) as the Directors may determine.
36.	No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.
37.	The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Transmission of Shares

38.	If a Member dies the survivor, or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders shall be the only persons recognised by the Company as having any title to his interest; but nothing in the Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held by him.
39.	A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred.
40.	A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in

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respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

Alteration of Capital

41. Subject to and in so far as permitted by the provisions of the Law, the Company may from time to time by Ordinary Resolution alter or amend the Memorandum to:

(a)	increase its share capital by such sum as the resolution shall prescribe, and with such rights, priorities and privileges annexed thereto as set out in such Ordinary Resolution;
(b)	consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;
(c)	convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination;
(d)	sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum; and
(e)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

42.	Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
43.	Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those Members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
44.	The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with, and subject to, any incident, consent, order or other matter required by law.

Redemption and Purchase of Own Shares

45. Subject to the provisions of the Law and these Articles, the Company may:

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(a)	issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Company may, by Ordinary Resolution, determine before the issue of such shares;
(b)	purchase its own shares (including any redeemable shares) provided that the Members shall have approved the manner of purchase by Ordinary Resolution; and
(c)	make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Law, including out of capital.

46.

The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorized by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other).

47.

Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefore and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register with respect thereto and the share shall be cancelled.

General Meetings

48. The Directors may, whenever they think fit, convene a general meeting of the Company. If at any time there are not sufficient Directors capable of acting to form a quorum, any Director or any one (1) or more Members holding in the aggregate not less than one-third of the paid-up capital of the Company entitled to vote may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. The Directors shall, upon the requisition in writing of one (1) or more Members holding in the aggregate not less than one-tenth of such paid-up capital of the Company as at the date of the requisition carries the right to vote at general meetings, convene a general meeting. Any such requisition shall specify the object of the meeting proposed to be called, and shall be left at the registered office of the Company. Any such requisition may consist of several documents in like form signed by one (1) or more of the requisitionists and a requisition by joint holders of shares must be signed by all of such joint holders. If the Directors do not proceed to convene a general meeting within twenty-one (21) days from the date of such requisition being left as aforesaid, the requisitionists or any of them may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors, but no meeting so convened shall be held more than three (3) months after the expiry of such twenty-one (21) days. The requisitionists shall be reimbursed by the Company for all reasonable expenses incurred by them as a result of the failure by the Directors to convene the general meeting.

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49.	At least five (5) clear days’ notice specifying the place, the day and the hour of each general meeting and the general nature of the business to be transacted thereat shall be given in the manner hereinafter provided, or in such other manner (if any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to vote or may otherwise be entitled under these Articles to receive such notices from the Company; but with the consent of holders of ninety per cent (90%) in par value of the shares entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those Members may think fit.
50.	Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the Members, to all the persons entitled to a share in consequence of the death or bankruptcy of a Member and to the Directors. Where the notice of meeting is published on a web-site in accordance with these Articles, it shall continue to be published in the same place on that web-site from the date of the notification until the conclusion of the meeting to which the notice relates.
51.	The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. Where a notice of meeting published on a web-site in accordance with these Articles is by accident published in different places on the web-site or published for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates, the proceedings at such meeting are not thereby invalidated.

Proceedings at General Meetings

52.	No business shall be transacted at any meeting unless a quorum is present. Two (2) persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporation which is a Member, shall be a quorum.
53.	If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such day and at such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.
54.	A person may participate in a general meeting through the medium of conference telephone, video or similar form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in the quorum and entitled to vote. All business transacted in this way at the meeting is for the purpose of the Articles deemed to be validly and effectively transacted at the meeting although fewer than two (2) persons are physically present at the same place. The meeting is deemed to take place where the largest group of those

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participating is assembled or, if there is no such group, where the chairman of the meeting then is.

55.	The chairman, if any, of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) is present within fifteen (15) minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one (1) of their number to be chairman and, if there is only one (1) Director present and willing to act, he shall be chairman.
56.	If no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one (1) of their number to be chairman.
57.	A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.
58.	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
59.	A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. A poll may be demanded:

(a)	by the chairman; or
(b)	by any Member or Members present in person or by proxy holding at least ten per cent in par value of the shares giving a right to attend and vote.

60.

Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

61.

The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

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62.	A poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
63.	In the case of equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
64.	A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty (30) days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
65.	No notice need be given of a poll not taken immediately if the time and place at which it is taken are announced at the meeting at which it is demanded. In any other case at least seven (7) clear days’ notice shall be given specifying the time and place time at which the poll is to be taken.
66.	A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one (1) or more Members. If a resolution in writing is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
67.	If and for so long as the Company has only one (1) Member:

(a)	in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and these Articles are modified accordingly;
(b)	the sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and
(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).

Votes of Members

68. Subject to any rights or restrictions attached to any shares, on a show of hands every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative not being himself a Member

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entitled to vote, shall have one (1) vote, and on a poll every Member and every person representing a Member by proxy shall have one (1) vote for every share of which he is the holder.

69.	In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register.
70.	A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with the Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in the Articles for the appointment of a proxy, not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
71.	No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
72.	No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
73.	On a poll, votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it.
74.	A Member holding more than one share need not cast the votes in respect of his shares in the same way on any resolution and therefore may vote a share or some or all of such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
75.	Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed

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by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment of a proxy received in an electronic communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article.

76. The form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:

(a)

in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

(b)

in the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of the Company for the purpose of receiving electronic communications:

(i)	in the notice convening the meeting; or
(ii)	in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii)	in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting,

be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

(c)	in the case of a poll taken more than forty eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or
(d)	where the poll is not taken immediately but is taken not more than forty eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Director;

and a form of appointment of proxy which is not deposited or delivered in accordance with this Article is invalid.

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77.

Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

78.

A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

Number of Directors

79. Unless otherwise determined by Ordinary Resolution, the number of Directors (other than alternate Directors) is not subject to a maximum and the minimum number is one (1) provided always that there will be no Directors until the first Director(s) are appointed by the subscriber(s) to the Memorandum.

Alternate Directors

80.	Any Director (other than an alternate Director) may without the approval of the Directors appoint any person willing to act, whether or not he is a Director, to be an alternate Director and may remove from office an alternate Director so appointed by him.
81.	An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member. An alternate Director may waive the requirement that notice be given to him of a meeting of Directors or a committee of Directors, either prospectively or retrospectively. Notice of a board meeting is deemed to be duly given to an alternate Director if it is given to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that purpose or sent in writing to him at his last known address or another address given by him to the Company for that purpose. An alternate Director shall be entitled to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director.
82.	An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

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83.	Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. Any such notice may be left at or sent by post or facsimile transmission to the office or such other place as may be designated for the purpose by the Directors.
84.	Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.

Proxy Directors

85.	A Director may be represented at any meetings of the Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
86.	The provisions of these Articles as to the appointment of proxies by the Members shall mutatis mutandis apply to the appointment of proxies by Directors.
87.	Any person appointed as a proxy Director shall be the agent of the Director appointing him, and not an officer of the Company.

Powers of Directors

88. Subject to the provisions of the Law, the Memorandum and to any directions given by Ordinary Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Delegation of Directors’ Powers

89.

The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

90.

The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions

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for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

91.

The Directors may delegate any of their powers to any committee consisting of one (1) or more Directors. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two (2) or more members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

92.

The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Except in relation to the appointment of a Director as managing Director or to a committee of Directors pursuant to the preceding Article any such appointment may be made subject to any conditions the Directors may impose provided that such appointment is not to the exclusion of the Directors’ powers and may be revoked or altered by the Directors at any time. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

Appointment, Disqualification and Removal of Directors

93.	The first Directors shall be appointed in writing by the subscriber to the Memorandum.
94.	There is no age limit for Directors of the Company.
95.	The shareholding qualification for Directors may be fixed by Ordinary Resolution and unless and until so fixed no shareholding qualification shall be required.
96.	The Company may by Ordinary Resolution remove a Director from office and may by Ordinary Resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director.
97.	The Directors may appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

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98.

The holder or holders of more than half in nominal value of the shares giving the right to attend and vote at general meetings of the Company may remove a Director from office and appoint a person to be a Director, but only if the appointment does not cause the number of Directors to exceed a number fixed by or in accordance with the Articles as the maximum number of Directors. The removal or appointment is effected by notice to the Company signed by or on behalf of the holder or holders. The notice may consist of several documents in similar form each signed by or on behalf of one (1) or more holders and shall be left at or sent by post or facsimile transmission to the office or such other place designated by the Directors for the purpose. The removal or appointment takes effect immediately on deposit of the notice in accordance with the Articles or on such later date (if any) specified in the notice.

99.

The office of a Director shall be vacated if:

(a)	he becomes prohibited by law from being a Director; or
(b)	he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c)	he dies, or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director; or
(d)	he resigns his office by notice to the Company; or
(e)	he has for more than six (6) consecutive months been absent without permission of the Directors from meetings of Directors held during that period and his alternate Director (if any) has not during such period attended any such meetings instead of him, and the Directors resolve that his office be vacated; or
(f)	he is removed from office by notice addressed to him at his last known address and signed by all his co-Directors.

Remuneration of Directors

100.	The Directors shall be entitled to such remuneration as the Company may by Ordinary Resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.
101.	A Director who, at the request of the Directors, goes or resides outside of the Islands, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the Directors may decide.

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Directors’ Expenses

102. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

Directors’ Appointments and Interests

103. The Directors may appoint one (1) or more of their body to the office of managing Director or to any other executive office under the Company, and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director (other than the office of auditor). Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall determine if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company.

104. If he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:

(a)	may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b)	may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c)	shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

105. For the purposes of the preceding Article:

(a)	a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
(b)	an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

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Directors’ Gratuities and Pensions

106. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

Proceedings of Directors

107. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Every Director shall receive notice of a meeting. Notice of a board meeting is deemed to be duly given to a Director if it is given to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that purpose or sent in writing to him at his last known address or other address given by him to the Company for that purpose. A Director may waive the requirement that notice be given to him of a meeting of Directors or a committee of Directors, either prospectively or retrospectively. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

108. A Director or his alternate Director may participate in a meeting of Directors or a committee of Directors through the medium of conference telephone, video or similar form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. All business transacted in this way by the Directors or a committee of Directors is for the purpose of the Articles deemed to be validly and effectively transacted at a meeting of the Directors or of a committee of Directors although fewer than two (2) Directors or alternate Directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.

109. The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2). A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum.

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110. The Directors may appoint one (1) of their number to be the chairman of the board of Directors and may at any time remove him from that office. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of Directors at which he is present. But if there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within five (5) minutes after the time appointed for the meeting, the Directors present may appoint one (1) of their number to be chairman of the meeting.

111. All acts done by a meeting of Directors, or of a committee of Directors, or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

112. A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

113. A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it has been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one (1) or more Directors; but a resolution signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director it need not be signed by the alternate Director in that capacity.

114. If and for so long as there is a sole Director of the Company:

(a)	he may exercise all the powers conferred on the Directors by the Articles by any means permitted by the Articles or the Law;
(b)	the quorum for the transaction of business is one (1); and
(c)	all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).

115. Provided that a Director has disclosed his material interest pursuant to the Articles, a Director may vote at any meeting of Directors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty. The Director shall be counted in the quorum present at a meeting when any such resolution is under consideration and if he votes his vote shall be counted.

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Secretary and other Officers

116. The Directors may by resolution appoint a Secretary and may by resolution also appoint such other officers as may from time to time be required upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide. The Directors may by resolution remove any Secretary or other officer appointed pursuant to this Article.

Minutes

117. The Directors shall cause minutes to be made in books kept for the purpose:

(a)	of all appointments of officers made by the Directors; and
(b)	of all proceedings of meetings of the Company, of the holders of any class of shares in the Company, and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting.

Seal

118. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director and by the Secretary or by a second Director.

119. The Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each of which shall be a facsimile of the Seal of the Company and, if the Directors so determine, shall have added on its face the name of every place where it is to be used.

120. The Directors may by resolution determine (i) that any signature required by this Article need not be manual, but may be affixed by some other method or system of reproduction or mechanical or electronic signature and/or (ii) that any document may bear a printed facsimile of the Seal in lieu of affixing the Seal thereto.

121. No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold such office and authority on behalf of the Company.

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Dividends

122. Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors.

123. Subject to the provisions of the Law, the Directors may declare dividends in accordance with the respective rights of the Members and authorise payment of the same out of the funds of the Company lawfully available therefor.

124. Subject to the provisions of the Law, the Directors may pay interim dividends if it appears to them that they are justified by the financial position of the Company. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights.

125. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

126. The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company on account of a call or otherwise in relation to a share.

127. Any Ordinary Resolution, or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees.

128. Any dividend or other moneys payable on or in respect of a share may be paid by wire transfer to such bank account as the holder or other person entitled thereto may in writing direct, or by cheque or warrant sent by post to the registered address of the person entitled or, if two (2) or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one

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(1) of those persons who is first named in the Register or to such person and to such address or bank account as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

129. No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

130. Any dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Member. Any dividend which remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

Record Dates

131. Subject to the rights attached to shares, the Directors may fix any date as the record date for a dividend, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, allotment or issue is declared, made or paid.

Accounts and Audit

132. No Member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as authorised by statute or authorised by the Directors or by Ordinary Resolution.

133. Any accounts, Directors’ report or auditors’ report required or permitted to be sent by the Company to any person pursuant to any statute shall be treated as sent to such person if:

(a)	sent by electronic communication to an address for the time being notified to the Company by that person for that purpose;
(b)	published on a web-site, provided that the following conditions are met:

(i)	the Company and that person have agreed that such documents may be accessed by him on a web-site (instead of their being sent by post or otherwise delivered to him); and
(ii)	that person is notified, in a manner for the time being agreed for the purpose between him and the Company of:

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(A)	the publication of the documents on a web-site;
(B)	the address of that web-site;
(C)	the place on that web-site where the documents may be accessed; and
(D)	how such documents may be accessed.

134. Documents treated as sent to any person in accordance with the preceding Article are to be treated as sent to him not less than five (5) days before the date of the meeting at which copies of those documents are to be laid if, and only if:

(a)	the documents are published on the web-site throughout a period beginning at least 5 days before the date of the meeting and ending with the conclusion of the meeting; and
(b)	the notification is given not less than 5 days before the date of the meeting.

135. Where accounts, Directors’ reports and auditors’ reports that are to be published on a web-site in accordance with the preceding Article are by accident published in different places on the web-site or published for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates, the proceedings at such meeting are not thereby invalidated.

136. The accounts relating to the Company’s affairs shall be audited in such manner as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors or failing any determination as aforesaid shall not be audited.

Capitalisation of Profits

137. The Directors may:

(a)

subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b)

appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other;

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(c)	resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly-paid shares rank for dividend;
(d)	make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and
(e)	authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalisation, any agreement made under such authority being binding on all such Members.

Share Premium Account

138. The Directors shall in accordance with section 34 of the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed.

139. There shall be debited to any share premium account:

(a)	on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by section 37 of the Law, out of capital; and
(b)	any other amounts paid out of any share premium account as permitted by section 34 of the Law.

Notices

140. Any notice to be given to or by any person pursuant to the Articles (other than a notice convening a meeting of the board of Directors or of a committee of the board of Directors) shall be in writing or in an electronic communication to an address for the time being notified for that purpose to the person giving the notice.

141. Subject to the preceding Article, the Company may give any notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address, or by leaving it at that address, or by sending it using electronic communications to an address for the time being notified to the Company by such Member for that purpose. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. Any Member whose registered address is not within the Islands shall be entitled to have notices given to him

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at that address or at an address specified by him to which notices may be sent using electronic communications.

142. A notice of general meeting may be given to a Member by the Company by publishing the notice on a web-site, provided that the following conditions are met:

(a)	the Member and the Company have agreed that notices of general meetings may be accessed by him on a web-site; and
(b)	the Member is given a notification, in the manner agreed for the time being between the Member and the Company, containing the following information:

(i)	the fact that the notice has been published on the web-site;
(ii)	the address of the web-site,
(iii)	the place on the web-site where the notice may be accessed and how it may be accessed; and
(iv)	the place, date and time of the general meeting.

143. A notice published on a web-site in accordance with the preceding Article is deemed to be given at the time of the notification of such publication to the Member.

144. A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purposes for which it was called.

145. Every person who becomes entitled to any share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been given to the person from whom he derives his title.

146. A notice sent to a Member (or other person entitled to receive notices under the Articles) by post to an address within the Islands is deemed to be given twenty four (24) hours after posting, if pre-paid.

147. A notice sent to a Member (or other person entitled to receive notice under the Articles) by post to an address outside the Islands is deemed to be given seventy two (72) hours after posting, if pre-paid as airmail. Proof that an envelope containing the notice was properly addressed, pre-paid and posted is conclusive evidence that the notice was given. A notice not sent by post but left at a Member’s registered address is deemed to have been given on the day it was left.

148. Where a notice is sent by an electronic communication service of the notice shall be deemed to be given by properly addressing and sending such notice through the appropriate transmitting medium. A notice contained in an electronic communication sent in accordance with these Articles, other than a notice published on a web-site and which, in accordance with these Articles, is deemed to be given at the time of the notification, is deemed to be given at the expiration of twenty four (24) hours after the time it was sent.

30

149. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by the Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

Winding Up

150. If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability.

151. If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Indemnity

152. Every Director (including for the purposes of this Article, any alternate Director appointed pursuant to the provisions of these Articles), managing Director, agent, Secretary, or other officer for the time being and from time to time of the Company and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him otherwise than by reason of his own dishonesty in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil

31

proceedings concerning the Company or its affairs in any court whether in the Islands or elsewhere.

153. No such Director, alternate Director, managing Director, agent, Secretary, or other officer of the Company shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other such Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or in any other act to which he was not a direct party for conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or any other party with whom any of the Company’s property may be deposited or (vi) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty.

154. The Directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was:

(a)	a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or
(b)	trustee of a retirement benefits scheme or other trust in which a person referred to in the preceding paragraph is or has been interested,

         indemnifying him against any liability which may lawfully be insured against by the Company.

Financial Year

155. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31^st December in each year and, following the year of incorporation, shall begin on 1^st January in each year.

Amendment of Memorandum and Articles

156. Subject to the Law, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect to its objects, powers or any other matter specified therein.

157. Subject to the Law and as provided in these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

32

Transfer by way of Continuation

158. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

33

DATED the 5^th day of April, Two Thousand and Seven.

		DESCRIPTION OF
NAME OF SUBSCRIBER	ADDRESS	SUBSCRIBER
Ogier Nominees (Cayman) Limited	Queensgate House PO Box 1234 Grand Cayman KY1-1108 Cayman Islands	Limited Company

per:
Name:
Title:	Authorised Signatory
Witness to the above signature:
Name:
Address:	PO Box 1234 Grand Cayman KY1-1108 Cayman Islands
Occupation:

EX-3.3

Exhibit 3.3

TAM. — LINHAS AÉREAS S.A
CNPJ number 02.012.862/0001-60
NIRE 35300118634
MINUTES OF THE ORDINARY AND EXTRAORDINARY ASSEMBLY REALIZED ON APRIL 27^TH , 2006

PLACE, TIME AND DATE: Inside the headquarters of the company on lot 4, 2^nd floor, 856 Jurandir Street, São Paulo, SP, at 3:00 o’clock p.m., on April 27^th, 2006

INVITATION: Excused by presence of TAM S/A the only shareholder.

FINANCIAL REPORTS AND OTHER DOCUMENTS MENTIONED IN THE ARTICLE 133 OF THE LAW NUMBER 6404/76: Published in the Official Newspaper of São Paulo State, on the February 14^th, 2006 edition and in the Valor Econômico Newspaper, on the February 13^th, 2006 edition.

DIRECTION OF THE WORKS: Marco Antonio Bologna — President and Fabiana Borges Vilhena — Secretary, who constitute the table of the works.

QUORUM: Present the only shareholder and bearers holders of all shares issued by the company and the representative of the external audit company, KGPM Independent Auditors, Mr. Pedro Augusto de Melo.

ORDER OF THE DAY: In General Ordinary Assembly: a) to obtain the administrators count reports, to exam, to discuss and vote the management report, the financial reports and the independent auditors’ opinion related to the social exercise ended on December 31^st , 2005: b) to deliberate on the destination of the result of the exercise and dividend distribution, and c) to deliberate on the budget to the remuneration of the Company administrators. In General Extraordinary Assembly: a) Company management proposal to modify the Social Statute in the following way: (i) alteration of the 2^nd and 8^th articles, only paragraph of the article 11, items 4, 8, 10, 11, 17 from the article 12, and first paragraph from the article 20; (ii) inclusion of the items “f” to “j” in article 3, and (iii) exclusion of the item 20 from the article 12.

DELIBERATIONS: By the only shareholder vote, the following deliberations were taken: In General Ordinary Assembly: a) Financial reports from December 31^st, 2005 and the attached documents: All explanations required were presented and, placing the matter to vote, the subject was examined and debated, and the financial reports, the management reports and the independent auditors’ report were approved. b) it was verified the profit of the exercise, in the amount of R$ 181.036.457,12 (one hundred eighty one million, thirty six thousand, four hundred and fifty seven reais and twelve cents), being approved, according to the management proposal to the following destination: the value of R$ 65.094.809,28 (sixty five million, ninety four thousand, eight hundred and nine reais and twenty eight cents) to the absorption of the losses from the previous exercise, the value of R$ 5.607.598,00(five million, six hundred and seven thousand, five hundred and ninety eight reais) to legal reserve and the amount of R$ 82.750.537,82 (eighty two million, seven hundred and fifty thousand, five hundred and thirty seven reais and eighty two cents) to the withholder reserve profits. It has been taken into consideration the result refined in the exercise and the dividend distribution was approved in the amount of R$ 27.583.512,00 ( twenty seven million, five hundred and eighty three thousand, five hundred and twelve reais). c) to approve the global remuneration of the Board of Directors members at the annual value of R$ 26.200.000,00 (twenty six million and two hundred thousand reais) including social

expenses. In General Extraordinary Assembly: It was approved the Company management proposal for the accomplishment of the following Social Statute alterations: (i)Alteration of the 2^nd and 8^th articles, only paragraph from the article 11, items 4, 8, 10, 11, 17 from the article 12 and first paragraph from the article 20; (ii) inclusion of the items “f” to “j” in article 3, and (iii) exclusion of the item 20 from the article 12. In result of what has been approved now, the consolidated Company Social Statute, taking into consideration all alterations mentioned, inclusions and exclusions, comes into operation according to the attached document, to which, after being read and approved by all the present shareholders, it was initialed through the meeting and will be filed at the Company headquarters and taken to be registered at the Board of Trade of São Paulo State.

FINAL DECLARATIONS: It was authorized the drafting of this minutes in the summary form, according to the disposed of the 1^st paragraph of the article 130 of Law 6404/76.

CONCLUSION: Having nothing further to be said and, as nobody wanted to make a speech, this minutes came to an end with its drafting, after being read and approved, it was signed by the present people. São Paulo, April, 27^th, 2006 (aa) Marco Antonio Bologna — President and Fabiana Borges Vilhena — Secretary. Stockholder: TAM S/A (Marco Antonio Bologna and Ruy Antonio Mendes Amparo). The minutes faithful copy was drawn up on its own book.

Signed: [partially legible signature].
Name: Fabiana Borges Vilhena .
Title: Secretary.
Follow:-
[Coat of Arms].
SECRETARY OF JUSTICE AND DEFENSE OF THE CITIZENSHIP.
BOARD OF TRADE OF STATE OF SÃO PAULO.
I CERTIFY THE REGISTRY UNDER NO. 225.744/06-5.
Signed: [illegible signature].
Name: Cristiane da Silva F. Côrrea.
Title: General Secretary.
[Bar Code].
JUCESP.

The first page of the document bears an initial. It also bears the stamp of JUCESP — PROTOCOL 659978/06-4 and a bar code, and a stamp with the following tenor: “COLLEGIATE”.

Document Attached to the General Ordinary and Extraordinary Assembly of TAM LINHAS AÉREAS realized on April 27^th, 2006.

SOCIAL STATUTE OF
TAM S.A. AIRLINES
CHAPTER I — Corporate Name, Headquarters, Forum, Social Object and Stated Period

Article 1 — TAM LINHAS AÉREAS S.A is a stock Company ruled by this Social Statute and by the legal applicable causes.

Article 2 — The Company has its headquarters and forum at the São Paulo City Council, State of São Paulo, on lot 4, 2^nd floor, 856 Jurandir Street. It has the right, through the management deliberation, to

open and close branches, offices and any other establishment, in any place of national or international territory.

Article 3 — The Company has the aim of:

a) exploring services of regular passengers in the air transportation, mail or load, according to the current law;

b) exploring additional activities of air transportation services by passengers, load and mail;

c) service rendered maintenance, aircraft repairing, its own or third parties, engines and parts;

d) rendering services of aircraft hangar and;

e) rendering service to attend track and runway, steward provision and aircraft cleaning;

f) rendering service to engineering, technical assistance and other activities related to aeronautical aviation;

g) performing training and instructions related to aeronautical aviation;

h) analyses and development of programs and systems;

i) purchase and sales of aeronautical parts, accessories and equipments; and

j) development and execution of other joined activities, correlated or complementary to air transport, besides those above mentioned.

Article 4 — The Company stated period is indeterminate.

CHAPTER II — SOCIAL CAPITAL AND SHARES

Article 5 — The share capital, subscribed and integrated, totalize the amount of R$ 123.632.043,59 ( one hundred and twenty three million, six hundred and thirty two thousand, forty three reais and fifty nine cents) divided into 2.064.602 ( two million, sixty four thousand, six hundred and two) nominative common shares, without nominal value and indivisible regarding to the Company.

Article 6 — The Company shareholders, in terms of the article 171 of Law 6404/76, will have preference to subscription in capital growth of the Company.

Only Paragraph — The right to preference will fall after 30 (thirty) days from relative deliberation of the share capital growth.

Article 7 — Each common share corresponds to one vote in resolution adopted by the Company general assembly.

Article 8 — The Company is able to issue stock certificates, multiple bonds or representative shares certificates, simple or multiples, which will be signed by 2 (two) directors together, and one of them should be President Director.

Article 9 — The Company is able to maintain its shares or part of them, in deposit accounts, in the name of the bearers, without issuing certificates, in financial institutions authorized by the Commission of Movable Values — CVM to render services to contractual shares.

Article l0 — Bonus and dividends in cash will be paid to the shareholders within the social exercise, in which they are declared, at maximum stated period, of 60 (sixty ) days from the established date , unless otherwise advised from the General Assembly.

CHAPTER III — General Assembly

Article 11 — The General Assembly will meet, ordinarily, every 4 (four) of the first months after the social exercise ending period, and, extraordinarily, always convoked by the Board of Directors and by the Statutory Audit Committee or its shareholders due to the law.

Only Paragraph — The general assembly will be opened and presided by the President Director, in his absence by any member of the Board, or, in the absence of any Director, by whom has been elected by the shareholders present, the President of the assembly in turn will designate the secretary.

Article 12 — Compete privately to shareholders General Assembly, within their legal attribution and statuaries:

(1) the approval of any alteration into the social statute;

(2) to elect or deprive, at any time, managers and inspectors from the Company:

(3) to ask annually for, administrators’ reports and deliberate on the financial reports by them presented;

(4) to deliberate and authorize the issue, repurchase, amortization and/or redeemable shares, bonds, pignorative ballot and mortgage bonds, promissory notes and any other bonds or movable value for public placement.

(5) to suspend the shareholders exercise rights;

(6) to deliberate on the capital growth and about the valuation of goods which the shareholders contribute for the share capital formation;

(7) to deliberate on transformation, consolidation and scission of the Company, its dissolution and liquidation;

(8) to authorize the administrators to acknowledge the bankruptcy and require the Company judicial recuperation;

(9) to deliberate on the distribution of annually dividend, intermediary or intercalates, according to the law, and especially on the distribution of low dividends to the established in this statute, as well to deliberate on the payment of interest on its own capital;

(10) to deliberate and authorize the Company certificate of registry and/or the movable value eventually by them issued, through the respective organisms, refuting the public placing of its movable values.

(11) to deliberate on the acquisition or maintenance of reciprocal participation according to the authorized law;

(12) to deliberate on the acquisition or management alienation or participation of the company in other companies or partnerships, or entire subsidiary or creation of the companies group (including the acquisition of shares) and admission of new shareholders to entire subsidiary Company already in evidence.

(13) to deliberate on transmission or burdening of company participation;

(14) to approve the annually business budgeting and the plans of developing budgets;

(15) to deliberate on contracting of any business between the Company and its connected Companies or its administrators;

(16) to decide about Company participation in businesses which are not related to achievement of respective social objectives;

(17) To deliberate on share acquisition to remain in treasury following the legal boundaries without any loss of necessary dividend;

(18) to establish and give orientation on business and programs of development and investment of the Company;

(19) to choose and displace independent auditors;

(20) to deliberate on any document or subject alteration, which has been object of the General Assembly previous approval, in the terms of this article;

(21) to deliberate on exclusion of preferable rights;

(22) to enounce and approve the vote, which will be pronounced by the Company in General Assemblies of the Companies in which they have participation;

(23) to deliberate on the distribution of the budget to the administrators and employees as a participation in the results.

CHAPTER IV — Board of Directors

Article 13 - The Company is managed by a Board of Directors, that is compounded by one President Director, by at least 02 (two) and at most 05 (five) Vice President Directors, and at least 02 (two) and at most 05 (five) Directors without specific assignment, stockholders or not, who reside in Brazil, elected by the General Assembly, which will assign them duties and functions.

Paragraph 1 — The Board of Directors members mandate is for 03 (three) years, and the reelection is admitted.

Paragraph 2 — The Board of Directors members are vested in their function by signing the ownership term in the corresponding book and they will stand in their activities until their substitutes are elected and invested.

Paragraph 3 - The remuneration of the Board of Directors members will be individually established by the General Assembly, observing the clauses of Law 6404/76, article 152.

Article 14 — To perform the function, the Board of Directors member prescind the guarantee of management.

Article 15 — It is forbidden to the Board of Directors members to use the corporate name in transactions or in documents out of the Company purposes.

Article 16 — It is due to the Board of Directors, within its legal and statutory attributions: (1) to deliberate on disposal of goods or rights, nor foreseen in the development of budget annual plan, up to the value of 15.000.000,00 (fifteen million reais) cumulatively; (2) to deliberate on the celebration of any contracts or agreements, such as the realization of any payments, expenses or investments not foreseen in the annual budget, up to the value of R$ 15.000.000,00 (fifteen million reais) cumulatively: (3) to deliberate on any documents or matter that has been prior deliberation object to the Board of Directors: (4) to deliberate on opening and closing of branches, offices, agencies and other establishments of the Company.

Article 17 — The Board of Directors will meet always that it has been requested by the President Director, by his own initiative or requested by any of his members.

Paragraph 1 — The Board of Directors meetings will be opened with the presence of its majority members elected.

Paragraph 2 — The Board of Directors resolution will be adopted by vote of the majority members, being that the meetings will be recorded into minutes, which will be registered in the minutes meeting agenda from the Board of Directors.

Article 18 — In case of momentary restrain or absence, each of the Directors will be replaced by another Director chosen by the Board of Directors.

Article 19 — In case of permanent restraint, resignation or Director President vacancy, the General Assembly shall, within the maximum 30 (thirty) days elect his substitute to serve the remaining mandate of the member of the Board of Directors substituted.

Paragraph 1 — In case of a Vice Director or the Director without a specific designation vacancy, a reduction will be applied to the numbers of members for less than 02 (two), whichever they may be, the General Assembly will elect a substitute with a mandate that agrees with the one of the board members in exercise of their mandates.

Article 20 — In compliance with the article 12, article 16 and its paragraph 1, the Board of Directors will be able to perform all the acts of common managements of the Company business, specially (a) to represent the Company in trial or out of it; (b) to make agreements and contracts of any nature; (c) to acquire, sell, or record property; (d) to run into loan debts or grant a guarantee of any nature; (e) to nominate attorneys “ad judicia” and “ad negotia” establishing time limit of their mandates, that in case of proxy “ad negotia” it shall not be superior to a year and in case of proxy “ad judicia” it will be for indeterminate period, (f) to issue, accept or endorse checks and promissory notes , to issue and endorse duplicates and bill of exchanges, and provide endorsement to the commercial instruments of credit and other headings (g) to open, manage or close bank accounts, (h) to hire or fire employees, establishing their duties and salaries; (i) to receive and give repayment, to renounce the rights, to give up or and sign responsibility terms; (j) to open or close branches, headquarters agencies, offices and Company establishments.

Paragraph 1 — The Company will be represented: (a) by the Chief Executive together with a Vice President or a Director; (b) by a Vice President Director together with Vice President Director or a Director; (c) by two Directors without any special designation together; (d) by any member of the Board of Directors together with an attorney; or (e) by two attorneys, always with two signatures, within the established limit for the power granted by the representative proxy.

Paragraph 2 — The Company could be also assisted by only one member of the Board of Directors or by only one attorney before any legal entity, authority, organ or department, since the Board of Directors member or the attorney have been nominated by the Board with this purpose.

CHAPTER V — Statutory Audit Committee

Article 21 — The Company has a Statutory Audit Committee of not permanent nature, composed of 03 (three) effective members and 03 (three) substitute members, which is placed only by the General Assembly, in accordance to the Law.

Only Paragraph — The General Assembly, that deliberates on the installation of the Statutory Audit Committee, should also elect its members and fix their remuneration.

CHAPTER VI — Fiscal Exercise, Financial Reports and Profits and Losses Demonstration

Article 22 —The social exercise will correspond exactly to the civil year. At the enclosure of the social exercise, the Board of Directors will establish the financial reports submitting them to the General Assembly with the result distribution proposal.

Only Paragraph — By legal standard or by the Board of Directors deliberation, it should be elaborated intermediary or inserted balances and financial reports.

Article 23 — Verified the social exercise result and done the necessary legal subtractions, the obtained profits must follow this destination: (a) 5% (five per cent) from the clear gain to the legal guarantee fund until the limit amount of 20% (twenty per cent) of the share capital; (b) 25% (twenty five per cent) to the annual compulsory dividend distribution to the shareholders.

Paragraph 1 — The General Assembly must decide about the destination of the surplus profits, having a chance to apply them into profits or results partnership distribution among the managers and employees.

Paragraph 2 — The value paid or credited as interest in addition to the own capital will be attributed to the minimum obligatory dividend in the year, completing that value to all legal effects, the amount of dividends distributed by the company.

Article 24 — Dividends assigned to shareholders and not withdrew, will not earn interests nor be liable to indexation and will prescribe for continuation of stated period in privilege of the Company after 3 (three) years of its distribution.

CHAPTER VII — Dissolution

Article 25 — The Company will be extinguished by the occurrence of events due to the law, and the General Assembly will establish the way of dissolution as well as elect the liquidator and the Statutory Audit Committee, that will perform during the dissolution period.
All pages of the document bear the Official Seal duly initialed of National Agency of Civil Aviation — ANAC. Also, the pages are numbered from 1 to 6, and from 809, 810, 863 to 868, and all pages are initialed.

FEDERAL PUBLIC SERVICE
NATIONAL AGENCY OF CIVIL AVIATION

I testify that the present minutes of the General Ordinary and Extraordinary Assembly, realized on April 27^th, 2006 from the Company TAM LINHAS AÉREAS S.A., is in agreement to what has been established in the process number 07-01/2797/86 of ANAC — National Agency of Civil Aviation APPROVED for deliberation of the ANAC Collegiate Board of Directors, consisting of 05 (five) copies with 06 (six) pages each, duly stamped with the National Agency of Civil Aviation stamp.

Rio de Janeiro, August 2^nd, 2006.
Signed: [illegible signature].
Name: Israel Dourado Guerra.
Title: Technical Manager SSA-GGOS.
The document bears the stamp of said Technical Manager. It also bears the Official Seal of National Agency of Civil Aviation — ANAC.
All pages of the document bear the perforated tenor: “JUCESP — 21.08.06”.

EX-4.1

Exhibit 4.1

TAM CAPITAL INC.

as Issuer

the GUARANTORS party hereto

THE BANK OF NEW YORK,
as Trustee, Registrar, Transfer Agent and Principal Paying Agent

and

THE BANK OF NEW YORK (LUXEMBOURG) S.A.
as Luxembourg Paying Agent and Transfer Agent

INDENTURE

Dated as of April 25, 2007

7.375% Senior Guaranteed Notes Due 2017

CROSS-REFERENCE TABLE

TIA Sections		Indenture Sections
§ 310	(a)	7.09
	(b)	7.07
§ 311		7.03
§ 312		11.02
§ 313		7.01
§ 314	(a)	4, 4.02
	(c)	11.03
	(e)	11.04
§ 315	(a)	7.01, 7.02
	(b)	7.02, 7.05
	(c)	7.01
	(d)	7.02
	(e)	6.03, 7.02
§ 316	(a)	2.05, 6.02, 6.12, 6.13
	(b)	6.07, 6.08
	(c)	11.02
§ 317	(a)(1)	6.03
	(a)(2)	6.10
	(b)	2.03
§ 318		11.15

i

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions and Other Provisions of General Application
Section 1.01. Definitions		1
Section 1.02. Rules of Construction		13
Section 1.03. Table of Contents; Headings		14
Section 1.04. Form of Documents Delivered to Trustee		14
Section 1.05. Holder Communications; Acts of Holders		14
ARTICLE 2
The Notes
Section 2.01. Form and Dating		16
Section 2.02. Execution, Authentication and Delivery		16
Section 2.03. Transfer Agent, Registrar and Paying Agent		18
Section 2.04. Paying Agent to Hold Money in Trust		19
Section 2.05. Payment of Principal and Interest; Principal and Interest Rights Preserved		19
Section 2.06. Holder Lists		20
Section 2.07. Transfer and Exchange		20
Section 2.08. Replacement Notes		23
Section 2.09. Temporary Notes		23
Section 2.10. Cancellation		24
Section 2.11. Defaulted Interest		24
Section 2.12. CUSIP and ISIN Numbers		24
Section 2.13. Open Market Purchases		24
Section 2.14. Issuance Of Additional Notes		25
Section 2.15. One Class Of Notes		25
ARTICLE 3
Redemption
Section 3.01. Right of Redemption		25
Section 3.02. Applicability of Article		27
Section 3.03. Election to Redeem; Notice to Trustee		27
Section 3.04. Notice of Redemption by the Company		27
Section 3.05. Deposit of Redemption Price		28
Section 3.06. Effect of Notice of Redemption		28
Section 3.07. Notes Redeemed In Part		29
ARTICLE 4
Covenants
Section 4.01. Payment of Principal and Interest Under the Notes		29

ii

	Page
Section 4.02. Maintenance of Office or Agency		29
Section 4.03. Money for Note Payments to Be Held in Trust		29
Section 4.04. Maintenance of Corporate Existence		31
Section 4.05. Payment of Taxes and Claims		31
Section 4.06. Payment of Additional Amounts		31
Section 4.07. Reporting Requirements		34
Section 4.08. Available Information		35
Section 4.09. Limitations on the Company		35
Section 4.10. Limitation on Transactions with Affiliates		36
Section 4.11. Repurchase of Notes upon a Change of Control		36
Section 4.12. Additional Interest		36
ARTICLE 5
Consolidation, Merger, Conveyance, Transfer or Lease
Section 5.01. Limitation on Consolidation, Merger or Transfer of Assets		37
Section 5c.02. Successor Substituted		38
ARTICLE 6
Events of Default and Remedies
Section 6.01. Events of Default		38
Section 6.02. Acceleration of Maturity, Rescission and Amendment		40
Section 6.03. Collection Suit by Trustee		41
Section 6.04. Other Remedies		41
Section 6.05. Trustee May Enforce Claims Without Possession of Notes		41
Section 6.06. Application of Money Collected		41
Section 6.07. Limitation on Suits		42
Section 6.08. Rights of Holders to Receive Principal and Interest		42
Section 6.09. Restoration of Rights and Remedies		42
Section 6.10. Trustee May File Proofs of Claim		43
Section 6.11. Delay or Omission Not Waiver		43
Section 6.12. Control by Holders		43
Section 6.13. Waiver of Past Defaults and Events of Default		43
Section 6.14. Rights and Remedies Cumulative		44
Section 6.15. Waiver of Stay or Extension Laws		44
ARTICLE 7
Trustee and Agents
Section 7.01. Duties of Trustee and Agents		44
Section 7.02. Rights of Trustee		45
Section 7.03. Individual Rights of Trustee		47
Section 7.04. Trustee’s Disclaimer		47
Section 7.05. Notice of Defaults and Events of Default		47
Section 7.06. Compensation and Indemnity		47
Section 7.07. Replacement of Trustee		49

iii

	Page
Section 7.08. Successor Trustee by Merger		50
Section 7.09. Eligibility; Disqualification		50
ARTICLE 8
Discharge of Indenture; Defeasance
Section 8.01. Discharge of Liability on Notes		50
Section 8.02. Conditions to Defeasance		51
Section 8.03. Application of Trust Money		53
Section 8.04. Repayment to Company		53
Section 8.05. Indemnity for U.S. Governmental Obligations		53
Section 8.06. Reinstatement		53
ARTICLE 9
Amendments
Section 9.01. Without Consent of Holders		54
Section 9.02. With Consent of Holders		55
Section 9.03. Revocation and Effect of Consents and Waivers		56
Section 9.04. Notation on or Exchange of Notes		57
Section 9.05. Trustee to Sign Amendments		57
Section 9.06. Payment for Consent		57
ARTICLE 10
Guarantee
Section 10.01. The Note Guaranty		57
Section 10.02. Guaranty Unconditional		57
Section 10.03. Discharge; Reinstatement		58
Section 10.04. Waiver by the Guarantors		58
Section 10.05. Subrogation and Contribution		58
Section 10.06. Stay of Acceleration		59
Section 10.07. Limitation on Amount of Guaranty		59
Section 10.08. Execution and Delivery of Guaranty		59
Section 10.09. Release of Guaranty		59
ARTICLE 11
Miscellaneous
Section 11.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes		60
Section 11.02. Notices		60
Section 11.03. Officers’ Certificate and Opinion of Counsel as to Conditions Precedent		61
Section 11.04. Statements Required in Officers’ Certificate or Opinion of Counsel		61
Section 11.05. Rules by Trustee, Registrar, Paying Agent and Transfer Agents		62
Section 11.06. Currency Indemnity		62
Section 11.07. No Recourse Against Others		63

iv

	Page
Section 11.08. Legal Holidays		63
Section 11.09. Governing Law		63
Section 11.10. Consent to Jurisdiction; Waiver of Immunities		63
Section 11.11. Successors and Assigns		64
Section 11.12. Multiple Originals		64
Section 11.13. Severability Clause		65
Section 11.14. Force Majeure		65
Section 11.15. Trust Indenture Act Of 1939		65

EXHIBITS:

EXHIBIT A	—	Form of Note
EXHIBIT B	—	Form of Supplemental Indenture
EXHIBIT C	—	Form of Transfer Notice
EXHIBIT D	—	Form of Certificate for Transfer from Restricted Global Note or Certificated Note Bearing a Securities Act Legend to Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend
EXHIBIT E	—	Form of Transfer Certificate for Transfer from Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend to Restricted Global Note or Certificated Note Bearing a Securities Act Legend
EXHIBIT F	—	Form of Certificate for Removal of the Securities Act Legend on a Certificated Note

v

     INDENTURE, dated as of April 25, 2007, among TAM CAPITAL INC., an exempted company incorporated with limited liability in the Cayman Islands, as the Company, the GUARANTORS party hereto (the “Guarantors”), THE BANK OF NEW YORK, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Luxembourg Paying Agent and Transfer Agent.

RECITALS

     The Company has duly authorized (i) the issue of 7.375% Senior Guaranteed Notes Due 2017 (the “Initial Notes”), initially in an aggregate principal amount of U.S.$300,000,000, (ii) if and when issued, the Company’s 7.375% Senior Guaranteed Notes Due 2017 that may be issued from time to time in exchange for Initial Notes pursuant to a Registration Rights Agreement, as hereinafter defined (the “Exchange Notes” and, together with the Initial Notes and any Additional Notes, as hereinafter defined, the “Notes”) and (iii) has duly authorized the execution and delivery of this Indenture.

     All things necessary have been done to make the Notes when executed and authenticated and delivered hereunder and duly issued, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company.

     In addition, the Guarantors party hereto have duly authorized the execution and delivery of the Indenture as guarantors of the Notes.

     Each Guarantor has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor, and to make the Indenture a valid agreement of such Guarantor.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

Definitions and Other Provisions of General Application

     Section 1.01 . Definitions.

     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.05.

     “Additional Amounts” has the meaning specified in Section 4.06.

     “Additional Interest” means all amounts, if any, payable pursuant to Section 4.2 hereof or the Registration Rights Agreement.

1

     “Additional Notes” means any notes issued under the Indenture in addition to the Initial Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Initial Notes except for the issue date, issue price and that interest will accrue on the Additional Notes from their date of issuance.

     “Affiliate” means, with respect to any specified Person, (a) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person or (b) any other Person who is a director or officer (i) of such specified Person, (ii) of any subsidiary of such specified Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Affiliate Transaction” has the meaning specified in Section 4.10.

     “Agents” means each of the Registrar, the Transfer Agents and the Paying Agents, including the Principal Paying Agent, individually, an “Agent.”

     “Applicable Procedures” means the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable.

     “Authenticating Agent” has the meaning specified in Section 2.02.

     “Authorized Denomination” has the meaning specified in Section 2.02.

     “Board of Directors” means the Board of Directors of the Company, or any Guarantor, as the case may be, or any committee thereof duly authorized to act on behalf of such Board of Directors.

     “Board Resolution” means a copy of a resolution certified by the Secretary, the Assistant Secretary or another Officer or legal counsel performing corporate secretarial functions of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

     “Brazil” means the Federative Republic of Brazil.

     “Brazilian Corporation Law” means Brazilian Federal Law No. 6.404/76, as amended from time to time.

     “Brazilian GAAP” means accounting practices prescribed by the Brazilian Corporation Law, the rules and regulations issued by the CVM and the accounting standards issued by the Brazilian Institute of Independent Accountants (Instituto dos Auditores Independentes do Brasil), in each case as in effect from time to time.

     “Business Day” means any day other than a Saturday, a Sunday or a legal holiday in the Cayman Islands, Brazil or the United States or a day on which banking institutions or trust

companies are authorized or obligated by law to close in the Cayman Islands, The City of New York, USA or São Paulo, Brazil.

     “Capital Lease Obligations” means, with respect to any Person, any obligation which is required to be classified and accounted for as a capital lease on the face of a balance sheet of such Person prepared in accordance with Brazilian GAAP; the amount of such obligation shall be the capitalized amount thereof, determined in accordance with Brazilian GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

     “Capital Stock” means, with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such person’s equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

     “Cayman Islands” means the Cayman Islands, a British Overseas Territory.

     “Certificated Note” has the meaning specified in Section 2.01.

     “Change of Control” means:

     (i) the direct or indirect sale or transfer of all or substantially all the assets of TAM S.A. to another Person (in each case, unless such other Person is a Permitted Holder); or

     (ii) the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, other than Permitted Holders) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of TAM S.A.; or

     (iii) the first day on which a majority of the Board of Directors of TAM S.A. consists of persons who were elected by shareholders who are not Permitted Holders.

     “Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

     “Closing Date” means April 25, 2007 or such later date on which the Notes are issued hereunder.

     “Company” means TAM Capital Inc. until replaced by a successor thereof, and, thereafter, includes the successor for purposes of any provision contained herein.

     “Company Order” means a written order signed in the name of the Company by an Officer.

     “Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

     “Comparable Treasury Price” means with respect to any redemption date for notes, the average of two Reference Treasury Dealer Quotations for such redemption date.

     “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered (which office as of the date of this Indenture is located at 101 Barclay Street, Floor Four East, New York, NY 10286).

     “covenant defeasance option” has the meaning specified in Section 8.01.

     “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any bankruptcy law.

     “CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

     “Debt” means, with respect to any Person, without duplication:

     (i) the principal of and premium, if any, in respect of (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

     (ii) all Capital Lease Obligations of such Person;

     (iii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable or other short term obligations to suppliers payable within 180 days, in each case arising in the ordinary course of business);

     (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations other than obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

     (v) all Hedging Obligations of such Person;

     (vi) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by

means of any guarantee (other than obligations of other Persons that are customers or suppliers of such Person for which such Person is or becomes so responsible or liable in the ordinary course of business to (but only to) the extent that such Person does not, or is not required to, make payment in respect thereof);

     (vii) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and

     (viii) any other obligations of such Person which are required to be, or are in such Person’s financial statements, recorded or treated as debt under Brazilian GAAP.

     “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     “defeasance trust” has the meaning specified in Section 8.02.

     “Depositary” means DTC or any successor depositary for the Notes.

     “DTC” means The Depository Trust Company.

     “Euroclear” means Euroclear Bank S.A./N.V.

     “Event of Default” has the meaning specified in Section 6.01.

     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     “Exchange Notes” means the Notes issued by the Company and guaranteed by the Guarantors under the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

     “Facsimile Instruction” shall mean any Written Direction transmitted to the Trustee or any Agent by means of facsimile transmission.

     “Facsimile Signature” shall mean any signature transmitted to the Trustee or any Agent by means of facsimile transmission.

     “Fitch” means Fitch Ratings, Ltd. and its successors.

     “Global Note” means a global note representing the Notes substantially in the form attached hereto as Exhibit A.

     “Governing Document” shall mean any written instrument pursuant to which the Trustee or any Agent acts in any fiduciary or agency capacity on behalf of the Company or on behalf of the Holders.

     “guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

     “Guarantor” means (i) each of TAM S.A. and TAM Linhas Aéreas S.A., and (ii) each Person that executes a supplemental indenture in the form of Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under the Note Guaranty pursuant to Section 5.01, in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the Indenture.

     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

     “Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person against changes in interest rates or foreign exchange rates.

     “Holder” or “Noteholder” means the Person in whose name a Note is registered in the Register.

     “Incumbency Certificate” shall mean the list of authorized signatories of the Company on file with the Trustee.

     “Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the provisions hereof.

     “Initial Purchasers” means the initial purchasers party to a purchase agreement with the Company and the Guarantors relating to the sale of the Initial Notes by the Company.

     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “interest” on a Note means the interest on such Note (including any Additional Amounts payable by the Company in respect of such interest).

     “Interest Payment Date” means the Payment Date of an installment of interest on the Notes.

     “issue” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Debt or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be issued by such Subsidiary at the time it becomes a Subsidiary; and the term “issuance” has a corresponding meaning.

     “Issue Date” means April 25, 2007.

     “legal defeasance option” has the meaning specified in Section 8.01.

     “Lien” means any mortgage, pledge, security interest, encumbrance, conditional sale or other title retention agreement or other similar lien.

     “Maturity” means, when used with respect to any Note, the date on which the outstanding principal of and interest on such Note becomes due and payable as therein or herein provided, whether by declaration of acceleration, call for redemption or otherwise.

     “Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

     “Notes” has the meaning specified in the first paragraph of the Recitals in this Indenture and shall be in the form of Note set forth in Exhibit A.

     “Offering Memorandum” means the offering memorandum dated April 20, 2007 relating to the Notes.

     “Officer” means the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company or any Guarantor, as the case may be, or any other Person duly appointed by the shareholders of the Company, or such Guarantor, as the case may be, or the Board of Directors to perform corporate duties.

     “Officers’ Certificate” means a certificate signed by any two Officers of the Company or any Guarantor, as the case may be, and delivered to the Trustee.

     “Opinion of Counsel” means a written opinion of legal counsel of recognized standing (who may be an employee of or counsel to the Company or any Guarantor) and who shall be reasonably acceptable to the Trustee, which opinion is reasonably satisfactory to the Trustee.

     “Outstanding” means, when used with respect to Notes, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

     (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

     (ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed pursuant to Section 3.01(b), notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

     (iii) Notes, except to the extent provided in Sections 8.01 and 8.02, with respect to which the Company has effected legal defeasance and/or covenant defeasance as provided in Article 8; and

     (iv) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser or protected purchaser in whose hands such Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, Notes owned by the Company or any of its Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, consent, notice or waiver, only Notes which a Responsible Officer of the Trustee has received written notice at its address specified herein of being so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company, or any other obligor upon the Notes or any of its or such other obligor’s Affiliates.

     “Paying Agent” means The Bank of New York (Luxembourg) S.A. and any other Person authorized by the Company to pay the principal of or interest on any Notes on behalf of the Company hereunder, including the Principal Paying Agent.

     “Payment Date” means the date on which payment of interest on and/or principal of the Notes is due.

     “Payment Default” has the meaning specified in Section 6.01.

     “Permitted Holders” means any or all of the following

     (i) an immediate family member of Noemy Almeida Oliveiro Amaro, Maria Claudia Oliveira Amaro Demenato, Maurcio Rolim Amaro, Marcos Adolfo Tadeu Senamo Amaro and João Francisco Amaro or any Affiliate or immediate family member thereof; immediate family member of a person means the spouse, lineal descendants, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law and sister-in-law of such person; and

     (ii) any Person the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned at least 51% by Persons specified in clause (i).

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

     “Primary Treasury Dealer” means a primary U.S. government securities dealer in New York City.

     “principal” of a Note means the principal amount of such Note (including any Additional Amounts payable by the Company in respect of such principal).

     “Principal Paying Agent” means The Bank of New York, until a successor Principal Paying Agent shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Principal Paying Agent” shall mean such successor Principal Paying Agent.

     “Proceeding” has the meaning specified in Section 11.10.

     “Process Agent” has the meaning specified in Section 11.10.

     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

     “Rating Agency” means Standard & Poor’s or Fitch; or if Standard & Poor’s or Fitch, or both, are not making rating of the notes publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by us, which will be substituted for Standard & Poor’s or Fitch, or both, as the case may be.

     “Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the notes is under publicly announced consideration for possible down grade by either Rating Agency) after the date of public notice of a Change of Control, or of our intention or that of any Person to effect a Change of Control, the then-applicable rating of the notes is decreased by each Rating Agency; provided that any such Rating Decline is in whole or in part in connection with a Change in Control.

     “Record Date” means, when used with respect to the interest on the Notes payable on any Interest Payment Date, the April 10 and October 10 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

     “Redemption Date” means, when used with respect to any Note to be redeemed pursuant to Section 3.01(b), the date fixed for such redemption by or pursuant to this Indenture.

     “Redemption Price” means, when used with respect to any Notes to be redeemed pursuant to Section 3.01(b), the price at which it is to be redeemed pursuant to this Indenture.

     “Reference Treasury Dealer” means each of Citigroup Global Markets Inc. and UBS Securities LLC, and their respective successors; provided, however, that if either of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

     “Register” has the meaning specified in Section 2.03.

     “Registrar” means The Bank of New York, until a successor Registrar shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Registrar” shall mean such successor Registrar.

     “Registration Rights Agreement” means the registration rights agreement entered into by the Company, the Guarantors and the Initial Purchasers with respect to the Notes on the Issue Date.

     “Regulation S” means Regulation S under the Securities Act, as in effect from time to time.

     “Regulation S Global Note” means one or more permanent Global Notes in definitive fully registered form without interest coupons representing Notes sold outside of the United States pursuant to Regulation S.

     “Relevant Date” means, with respect to any payment on a Note, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee or a Paying Agent on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee.

     “Responsible Officer” means any officer of the Trustee or any Agent in Corporate Trust Administration with direct responsibility for the administration of this Indenture.

     “Restricted Global Note” means one or more permanent Global Notes in definitive fully registered form without interest coupons sold to “qualified institutional buyers” (as such term is defined in Rule 144A) pursuant to Rule 144A.

     “Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

     “Rule 144A” means Rule 144A under the Securities Act, as in effect from time to time.

     “SEC” means the U.S. Securities and Exchange Commission.

     “Securities Act” means the U.S. Securities Act of 1933, as amended.

     “Securities Act Legend” means the following legend, printed in capital letters:

     THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN.

     “Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

     “Significant Subsidiary” means any Subsidiary of TAM S.A. (or any successor) which at the time of determination either (i) had assets which, as of the date of TAM S.A.’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of TAM S.A.’s (or such successor’s) total assets on a consolidated basis as of such date or (ii) had revenues for the 12 month period ending on the date of TAM S.A.’s (or such successor’s) most recent quarterly consolidated statement of income which constituted at least 10% of the TAM S.A.’s (or such successor’s) total revenues on a consolidated basis for such period.

     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

     “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the Holder thereof upon the happening of any contingency unless such contingency has occurred).

     “Subsidiary” means, in respect of any specified Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person.

     “Taxing Jurisdiction” has the meaning specified in Section 4.06.

     “Transfer Agent” means The Bank of New York and any other Person authorized by the Company to effectuate the exchange or transfer of any Note on behalf of the Company hereunder.

     “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.l5 (519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date of the notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation

date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

     “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

     “Trustee” means The Bank of New York, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture and, thereafter, “Trustee” shall mean such successor Trustee.

     “United States” and “U.S.” means the United States of America (including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.

     “U.S. Dollars” and “U.S.$” each mean the currency of the United States.

     “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and which are not callable at the issuer’s option.

     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

     “Wholly-Owned Subsidiary” means a Subsidiary all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly-Owned Subsidiary.

     “Written Direction” shall mean any written instrument, directing the Trustee or any Agent to take any action that is signed by an authorized representative of the Company whose signature appears on the Incumbency Certificate.

     Section 1.02. Rules of Construction. (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

     (ii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

     (iii) “or” is not exclusive; and

     (iv) “including” means including, without limitation;

     (v) any reference to an “Article”, a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of this Indenture.

     (b) All accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with Brazilian GAAP.

     (c) For purposes of the definitions set forth in Article 1 and this Indenture generally, all calculations and determinations shall be made in accordance with Brazilian GAAP and shall be based upon the consolidated financial statements of GLAI and its Subsidiaries prepared in accordance with Brazilian GAAP.

     Section 1.03. Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

     Section 1.04. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

     Section 1.05. Holder Communications; Acts of Holders. (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company, the Guarantors and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company, the

Guarantors nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

     (b) (i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.05.

     (ii) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

     (c) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient.

     (d) The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register.

     (e) If the Company solicits from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall not have any obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective

unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

     (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

ARTICLE 2

The Notes

     Section 2.01. Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Note set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements as may be required to comply with any law, stock exchange rule, agreement to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form acceptable to the Company.

     Each Global Note representing Initial Notes shall be dated the Issue Date, and each Global Note representing Exchange Notes shall be dated the relevant exchange date. Each definitive certificated Note (“Certificated Note”) shall be dated the date of its authentication.

     The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

     Section 2.02. Execution, Authentication and Delivery. (a) One Director of the Company shall sign the Notes for the Company by manual or facsimile signature.

     (i) If a Director whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

     (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

     (iii) The Trustee or an authenticating agent shall authenticate and deliver (A) initially Initial Notes on the Issue Date in an aggregate principal amount of

U.S.$300,000,000, (B) any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.14 and (C) any Exchange Notes for issue only in exchange for a like principal amount of Initial Notes, in each case upon a Company Order.

     (iv) The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Notes include any Additional Notes actually issued.

     (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”).

     (b) The Trustee may appoint an authenticating agent, with a copy of such appointment to the Company, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands.

     (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation.

     (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company and shall give written notice of such appointment to the Company.

     (iii) The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto.

     Section 2.03. Transfer Agent, Registrar and Paying Agent. (a) Subject to such reasonable regulations as the Company may prescribe, the books of the Company for the exchange, registration, and registration of transfer of Notes shall be kept at the office of the Registrar (such books maintained in such office and in any other office or agency designated for such purpose being herein referred to as the “Register”). The Company shall also cause the Trustee to maintain books for the exchange, registration and registration of transfer of Notes. The Trustee shall notify the Registrar and the Registrar shall notify the Trustee, when necessary, upon any exchange, registration or registration of transfer of any Notes and shall cause their respective books to be amended accordingly. The Company may have one or more co-registrars and one or more additional Transfer Agents or Paying Agents. The terms “Transfer Agent” and “Paying Agent” include any additional transfer agent or paying agent, as the case may be. The term “Registrar” includes any co-registrar.

     (i) For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are traded on the Euro MTF market of such stock exchange, and such stock exchange shall so require, the Company shall maintain a Paying Agent and Transfer Agent in Luxembourg.

     (ii) The Company shall enter into any appropriate agency agreements with any Registrar, Transfer Agent or Paying Agent not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company initially appoints the Trustee as Registrar, Transfer Agent and Paying Agent, and The Bank of New York (Luxembourg) S.A. as Paying Agent and Transfer Agent in Luxembourg in connection with the Notes.

     (b) The Registrar shall keep a record of all the Notes and shall make such record available during regular business hours for inspection upon the request of the Company provided a reasonable amount of time prior to such inspection. Such books and records shall include notations as to whether such Notes have been redeemed, or otherwise paid or cancelled, and, in the case of mutilated, destroyed, defaced, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced, and the Notes issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Notes effected by it. The Registrar shall not be required to register the transfer of or exchange Certificated Notes for a period of 15 days preceding any date of selection of Notes for redemption, or register the transfer of or exchange any Certificated Notes previously called for redemption.

     (c) All Notes surrendered for payment, redemption, registration of transfer or exchange shall be cancelled by the relevant Transfer Agent or Paying Agent, Registrar or the Trustee, as the case may be. Each Registrar, Paying Agent and Transfer Agent shall notify the Trustee of the surrender and cancellation of such Notes and shall deliver such Notes to the Trustee. The

Trustee may destroy or cause to be destroyed all such Notes surrendered for payment, redemption, registration of transfer or exchange and, if so destroyed, shall promptly deliver a certificate of destruction to the Company.

     (d) The Paying Agent shall comply with applicable backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including, to the extent required, the collection of Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096).

     Section 2.04. Paying Agent to Hold Money in Trust. By 10:00 A.M. New York time, no later than one Business Day prior to each Payment Date on any Note, the Company shall deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal and interest when so becoming due (including any amounts under Section 4.06). The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by facsimile) of its intention to make such payment. The Company shall require each Paying Agent (other than the Trustee and The Bank of New York (Luxembourg) S.A. to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal and interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

     Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any Note made by or on behalf of the Company or a Guarantor to or to the order of the Principal Paying Agent in the manner specified herein or in the Notes on the date due shall be valid and effective to satisfy and discharge the obligation of the Company or such Guarantor, as the case may be, to make payment of principal, redemption amount, additional amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Company or such Guarantor, as the case may be, or held by it, on behalf of the Holders hereunder.

     Section 2.05. Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Except as otherwise provided herein for the redemption of the Notes, the payment of principal of or interest on the Notes shall be allocated on a pro rata basis among all Outstanding Notes, without preference or priority of any kind among the Notes.

     (b) Final payments in respect of any Note (whether upon redemption, declaration of acceleration or otherwise) shall be made only against presentation and surrender of such Note at the Corporate Trust Office, at the offices of the Trustee and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Company.

     (c) Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date.

     (d) Payment of interest on each Interest Payment Date with respect to any Note shall be made to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.

     If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

     Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the name of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

     Section 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable, the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee in writing, at least ten Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

     Section 2.07. Transfer and Exchange. (a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Indenture and the Applicable Procedures.

     Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any of the events described in the preceding paragraph, the Company shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall bear the Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Company shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Company a certificate in the form of Exhibit D or Exhibit F, as the case may be, or such satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. The Trustee shall exchange a Note bearing the Securities Act Legend for a Note not bearing such Securities Act Legend only if it has been directed to do so in writing by the Company, upon which direction it may conclusively rely.

     (b) On or prior to the 40th day after the Closing Date, transfers by a DTC participant which is an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Restricted Global Note shall be made only in Authorized Denominations in accordance with the Applicable Procedures and upon receipt by the Trustee or Transfer Agent of a written certification from the transferor of the beneficial interest in the form of Exhibit E to the effect that such transfer is being made to a Person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After such 40th day, such certification requirement shall no longer apply to such transfers.

     (c) Transfers by a Holder of a Certificated Note bearing the Securities Act Legend or by a DTC participant of a beneficial interest in the Restricted Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note or in the form of a Certificated Note not bearing the Securities Act Legend shall be made only in Authorized Denominations upon receipt by the Trustee or Transfer Agent of a written certification from the transferor in the form of Exhibit D to the effect that such transfer is being made in accordance with Regulation S.

     Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg.

     Transfers between participants in DTC shall be effected in the ordinary way in accordance with the Applicable Procedures and shall be settled in DTC’s Same Day Funds Settlement System and secondary market trading activity in such Notes shall therefore settle in immediately available funds. There can be no assurance as to the effect, if any, of settlements in immediately available funds on trading activity in the Notes. Transfers between participants in

Euroclear and Clearstream, Luxembourg shall be effected in the ordinary way in accordance with Applicable Procedures.

     (d) Certificated Notes may be exchanged or transferred in whole or in part in the principal amount of Authorized Denominations by surrendering such Certificated Notes at the office of the Trustee or any Transfer Agent with a written instrument of transfer as provided in this Indenture in the form of Exhibit B hereto duly executed by the Holder thereof or his attorney duly authorized in writing.

     In exchange for any Certificated Note properly presented for transfer, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office, to the transferee, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferee, for the same aggregate principal amount as was transferred. In the case of the transfer of any Certificated Note in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office, to the transferor, or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferor, for the aggregate principal amount that was not transferred. No transfer of any Notes shall be made unless the request for such transfer is made by the registered Holder or his attorney duly authorized in writing at the Corporate Trust Office and is accompanied by a completed instrument of transfer in the form of Exhibit C attached to the Note presented for transfer.

     (e) Transfer, registration and exchange of any Note or Notes shall be permitted and executed as provided in this Section 2.07 without any charge to the Holder of any such Note or Notes other than any taxes or governmental charges or insurance charges payable on transfers or any expenses of delivery by other than regular mail, but subject to such reasonable regulations as the Company, the Registrar and the Trustee may prescribe.

     The costs and expenses of effecting any exchange or registration of transfer pursuant to the foregoing provisions, except for the expense of delivery by other than regular mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges that may be imposed in relation thereto, shall be borne by the Company.

     All Certificated Notes issued upon any exchange or registration of transfer of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as the Notes surrendered upon exchange or registration of transfer.

     (f) The Trustee or the Transfer Agent shall effect transfers of Global Notes and Certificated Notes. In addition, the Registrar shall keep the Register for the ownership, exchange and registration of transfer of any Notes. The Transfer Agent shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Trustee of any exchange or registration of transfer of such Notes. Neither the Trustee nor any Transfer Agent shall register the exchange or the transfer of any Global Note or Certificated Note (or any portion of a Certificated Note) during the period of 15 days ending on the Record Date. The Trustee shall

give prompt notice to the Company of any replacement, transfer, cancellation or destruction of the Notes.

     (g) Upon any such exchange or registration of transfer of all or a portion of any Global Note for a Certificated Note or an interest in either the Restricted Global Note or the Regulation S Global Note for an interest in the other Global Note, the Global Note to be so exchanged shall be marked to reflect the reduction of its principal amount by the aggregate principal amount of such Certificated Note or the interest to be so exchanged for an interest in a Regulation S Global Note or a Restricted Global Note, as the case may be. Until so exchanged in full, the Note shall in all respects be entitled to the same benefits under this Indenture as the Notes authenticated and delivered hereunder.

     (h) Subject to Section 2.7(a), upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.2, the Trustee shall authenticate one or more Exchange Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Initial Notes or Additional Notes tendered for acceptance by Persons that certify in the applicable letters of transmittal that (i) they are not broker-dealers, (ii) they are not participating in a distribution of the Exchange Notes and (iii) they are not affiliates (as defined in Rule 144 under the Securities Act) of the Company, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Initial Notes in the form of Global Notes and/or Additional Notes in the form of Global Notes to be reduced accordingly.

     Section 2.08. Replacement Notes. If any Note at any time becomes mutilated, defaced, destroyed, stolen or lost, such Note may be replaced at the cost of the applicant (including reasonable legal fees of the Company, the Trustee, the Transfer Agents, the Registrar and the Paying Agents) at the office of the Trustee or any Transfer Agent, upon provision of, in the case of destroyed, stolen or lost Notes, evidence satisfactory to the Trustee and the Company that such Note was destroyed, stolen or lost, together with such indemnity as the Trustee and the Company may require. Mutilated or defaced Notes must be surrendered before replacements shall be issued.

     Each Note authenticated and delivered in exchange for or in lieu of any such Note shall carry rights to accrued and unpaid interest and to interest to accrue equivalent to the rights that were carried by such Note before such Note was mutilated, defaced, destroyed, stolen or lost.

     Every replacement Note is an additional obligation of the Company and shall be entitled to the benefits of this Indenture.

     Section 2.09. Temporary Notes. Subject to the provisions of Section 2.07(a), until Certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company considers appropriate for temporary Notes. As necessary, the Company shall prepare and the Trustee shall authenticate Certificated Notes and deliver them in exchange for temporary Notes at the office or agency of the Company or the

Trustee, without charge to the Holder. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as Certificated Notes.

     Section 2.10. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Transfer Agents and the Paying Agents shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee or a Paying Agent and no one else shall cancel and the Trustee shall destroy in accordance with its customary procedures (subject to the record-retention requirements of the Exchange Act) all Notes surrendered for transfer, exchange, payment or cancellation and, if so destroyed, deliver a certificate of such destruction to the Company unless the Company directs the Trustee in writing to deliver cancelled Notes to the Company. The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation, which shall not prohibit the Company from issuing any Additional Notes, or any Exchange Notes in exchange for Initial Notes. A Note does not cease to be outstanding because the Company, the Guarantor or any of their Affiliates holds such Note, except that such Notes will not be deemed to be Outstanding for voting purposes pursuant to and in accordance with the definition of “Outstanding” in Section 1.01.

     Section 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest (plus interest on such defaulted interest at the rate specified in Section 4.01 to the extent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.11, such manner of payment shall be deemed practicable by the Trustee.

     The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date of such defaulted interest. The Company shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Company shall deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

     Section 2.12. CUSIP and ISIN Numbers. The Company in issuing the Notes may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in CUSIP or ISIN numbers.

     Section 2.13. Open Market Purchases. The Company or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. All Notes so purchased may not be reissued or resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

     Section 2.14. Issuance Of Additional Notes. The Company shall be entitled, from time to time, without notice to, or consent of, the Holders of the Notes, to create and issue additional principal amounts of Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date or the Exchange Notes exchanged therefor (in each case, other than with respect to the issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest (including Additional Interest, if any) thereon, and any Additional Amounts due with respect thereto, after the issue date thereof), as the case may be.

     With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each shall be delivered to the Trustee, the following information:

     (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

     (ii) the issue price, the issue date and the “CUSIP” and “ISIN” number of any such Additional Notes and the amount of interest payable on the first payment date applicable thereto;

     (iii) whether such Additional Notes shall be transfer restricted securities and issued in the same form as Initial Notes or shall be issued in the same form as the Exchange Notes, in each case as set forth in Exhibit A to this Indenture; and

     (iv) if applicable, the resale restriction termination date relating to the Notes and the Restricted Period for such Additional Notes.

     Section 2.15. One Class Of Notes. The Initial Notes, any Additional Notes and the Exchange Notes shall vote and consent together on all matters as one class; and none of the Initial Notes, any Additional Notes and the Exchange Notes shall have the right to vote or consent as a separate class on any matter. The Initial Notes, any Additional Notes and the Exchange Notes shall together be deemed to constitute a single class or series for all purposes, other than for U.S. federal income tax purposes, under this Indenture.

ARTICLE 3

Redemption

     Section 3.01. Right of Redemption. (a) Except as described in this Section 3.01 and Paragraph 7 of the form of Note set forth in Exhibit A, the Notes may not be redeemed.

     (b) The Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest Payment Date prior to April 25, 2017, upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a Redemption Price equal to the greater of:

     (1) 100% of the principal amount of the notes to be redeemed; and

     (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued on the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

plus, in either case, accrued and unpaid interest and Additional Amounts, if any, on the principal amount being redeemed to such Redemption Date.

     (c) Redemption for Taxation Reasons. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, any treaties, rules, or related agreements to which the Taxing Jurisdiction is a party or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the Notes or on or after the date a successor to the Company assumes the obligations under the Notes, (i) the Company or any successor to the Company has or will become obligated to pay Additional Amounts (as defined below in Section 4.06) or (ii) either of the Guarantors or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts either such Guarantor or any such successor to the Guarantor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in the case that the Holder of the Notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., a country that does not impose any income tax or that imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) (the “Minimum Withholding Level”), as a result of the taxes, duties, assessments and other governmental charges described above, the Company or any successor to the Company may, at their option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to the date fixed for redemption, including any Additional Amounts with respect thereto, upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which either (x) the Company or any successor to the Company would, but for such redemption, become obligated to pay any Additional Amounts, or (y) in the case of payments made under the Guarantees, either Guarantor or any successor to the Guarantor would, but for such redemption, be obligated to pay the Additional Amounts in excess of the Minimum Withholding Level. For the avoidance of doubt, the Company or any successor to the Company shall not have the right to so redeem the Notes unless (a) it is obligated to pay Additional Amounts or (b) either Guarantor or any successor to the Guarantor is obliged to pay Additional Amounts which in the aggregate amount to more than the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company or any successor to the Company shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the

jurisdiction of incorporation of the Company or any successor to the Company or the jurisdiction of incorporation of a Guarantor or any successor to the Guarantor.

     In the event that the Company or any successor elects to so redeem the Notes pursuant to Section 3.01(c), it will deliver to the Trustee: (i) a certificate, signed in the name of the Company or any successor to the Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to the Company to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Company or any successor to the Company has or will become obligated to pay Additional Amounts or either Guarantor or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, (3) the Company or any successor to the Company, or either Guarantor or any successor to the Guarantor, as the case may be, cannot avoid payment of such Additional Amounts by taking reasonable measures available to it and (4) that all governmental requirements necessary for the Company or any successor to the Company to effect the redemption have been complied with.

     Section 3.02. Applicability of Article. Redemption of Notes at the option of the Company, as permitted by Section 3.01 or required by any provision of this Indenture, shall be made in accordance with such provision and this Article 3. The redemption of Notes may require the prior approval of the Central Bank of Brazil.

     Section 3.03. Election to Redeem; Notice to Trustee. The election of the Company to redeem the Notes pursuant to Section 3.01(b) or 3.01(c) shall be evidenced by a Board Resolution. In case of any redemption of Notes at the election of the Company, the Company shall, at least 70 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date.

     Section 3.04. Notice of Redemption by the Company. In the case of redemption of Notes pursuant to Section 3.01(b) or 3.01(c), notice of redemption shall be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of any Note to be redeemed by first-class mail at its registered address and such notice shall be irrevocable. In addition, so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange, notices shall be published in English in a leading newspaper having general circulation in Luxembourg.

     The notice shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) the name and address of the Paying Agents;

     (iv) that Notes called for redemption must be surrendered to a Paying Agent to collect the Redemption Price;

     (v) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

     (vi) the paragraph of the Notes pursuant to which the Notes called for redemption are being redeemed;

     (vii) the CUSIP or ISIN number, if any; and

     (viii) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

     At the Company’s election and at its request, made in writing to the Trustee at least 60 days before a date for redemption of Notes, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided that the Company shall deliver to the Trustee, at least 70 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

     Section 3.05. Deposit of Redemption Price. By 10:00 A.M. New York City time, no later than one Business Day prior to the Redemption Date, the Company shall deposit with the Principal Paying Agent money sufficient to pay the Redemption Price of and accrued and unpaid interest on the Notes other than Notes that have been delivered by the Company to the Trustee at least 15 days prior to the Redemption Date for cancellation. The Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by facsimile) of its intention to make such payment.

     Section 3.06. Effect of Notice of Redemption. Notice of redemption having been given as aforesaid, the Notes shall, on the Redemption Date, become due and payable at the applicable Redemption Price (together with accrued and unpaid interest, if any, to the Redemption Date), and from and after such date (except in the event of a default in the payment of the Redemption Price and accrued and unpaid interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid by the Company at the Redemption Price, together with accrued and unpaid interest, if any, to the Redemption Date; provided, however, that installments of interest whose Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Dates according to their terms.

     If any Note to be redeemed shall not be so paid upon surrender thereof in accordance with the Company’s instructions for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes. Upon surrender to the Paying Agent, such

Notes shall be paid at the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date; provided, however, that installments of interest payable on or prior to the redemption date shall be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Date according to their terms.

     Section 3.07. Notes Redeemed In Part. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof (at the Company’s expense) a new Note, equal in a principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of U.S.$100,000 or an integral multiple of U.S.$1,000 in excess thereof.

     For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

ARTICLE 4

Covenants

     Section 4.01. Payment of Principal and Interest Under the Notes. The Company shall punctually pay the principal of and interest on the Notes on the dates and in the manner provided in the form of Note set forth as Exhibit A. By 10:00 a.m. (New York City time), no later than one Business Day prior to any Payment Date, the Company shall irrevocably deposit with the Trustee or with the Principal Paying Agent money sufficient to pay such principal and interest.

     The Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.

     No interest shall be payable hereunder in excess of the maximum rate permitted by applicable law.

     Section 4.02. Maintenance of Office or Agency. The Company shall maintain in each place of payment for the Notes an office or agency where Notes may be presented or surrendered for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Corporate Trust Office of the Trustee shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

     Section 4.03. Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of principal of or interest on

any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of principal of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of such action or any failure so to act.

     Each Paying Agent, subject to the provisions of this Section 4.03, shall:

     (i) hold all sums held by it for the payment of principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law;

     (ii) give the Trustee written notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and

     (iii) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

     The Company shall cause each Paying Agent (other than the Principal Paying Agent and the Paying Agent in Luxembourg) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03.

     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, upon request and at the expense of the

Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) so long as the Notes continue to be listed on the Euro MTF market of the Luxembourg Stock Exchange, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

     Section 4.04. Maintenance of Corporate Existence. TAM S.A. shall, and shall cause each of its Subsidiaries to, (i) maintain in effect its corporate existence and all registrations necessary therefor, provided that these restrictions shall not prohibit any transactions permitted by Article 5 or the merger of any Subsidiary with or into TAM S.A. or with or into any other Wholly-Owned Subsidiary of TAM S.A.; (ii) take all reasonable actions to maintain all rights, privileges, titles to property, franchises and the like necessary in the normal conduct of its business, activities or operations; and (iii) maintain or cause to be maintained in good repair, working order and condition (normal wear and tear excepted) all properties used in their business; provided, however, that neither TAM S.A. nor its Subsidiaries shall be prevented from discontinuing those operations (including through the transfer or dissolution of a Subsidiary) or suspending the maintenance of those properties (including through the sale thereof) which, in the reasonable judgment of TAM S.A. are no longer necessary in the conduct of TAM S.A.’s business, or that of its Subsidiaries; and provided, further, that such discontinuation of operations or suspension of maintenance shall not be materially disadvantageous to the Holders of the Notes.

     Section 4.05. Payment of Taxes and Claims. TAM S.A. shall, and shall cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its property in respect of any of its franchises, businesses, income or profits before any penalty or interest accrues thereon, and pay all claims (including claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or might become a Lien upon its property; provided, however, that any such payment shall not be required unless the failure to make such payment would have a material adverse effect upon the financial condition of TAM S.A. and its Subsidiaries considered as one enterprise or a material adverse effect on the performance of TAM S.A.’s obligations hereunder; and provided, further, that no such charge or claim need be paid while it is being contested in good faith by appropriate proceedings and if appropriate reserves or other provisions shall have been made therefor.

     Section 4.06. Payment of Additional Amounts. (a) All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which the Company or the Guarantors are organized, doing business or otherwise subject to the power to tax (any of the aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld

to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

     (i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note;

     (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;

     (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;

     (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such Holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement;

     (v) in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

     (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note;

     (vii) in respect of any tax imposed on overall net income or any branch profits tax; or

     (viii) in respect of any combination of the above.

     (b) No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

     (c) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

     (d) In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company.

     (e) Any reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section.

     (f) Each of the Company and the Guarantors covenants that if any of the Company or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any tax, duty, assessment or other governmental charge, at least 10 days prior to the first payment date on the Notes and at least 10 days prior to each payment date thereafter where such withholding is required, the Company or the Guarantors, as applicable, shall furnish the Trustee and the Principal Paying Agent with an Officers’ Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officers’ Certificate) instructing the Trustee and the Principal Paying Agent as to whether such payment of principal of or interest on the Notes shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Company or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Company or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or the Principal Paying Agent such Additional Amounts as are required by this Section 4.06.

     (g) Each of the Company and the Guarantors agrees to indemnify the Trustee and the Principal Paying Agent for, and to hold each harmless against, any loss, liability or expense reasonably incurred without bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished pursuant to this Section 4.06 or any failure to furnish such a certificate.

     (h) The obligations of the Company and the Guarantors pursuant to this Section 4.06 shall survive termination or discharge of this Indenture, payment of the Notes and/or resignation or removal of the Trustee or the Principal Paying Agent.

     Section 4.07. Reporting Requirements. (a) The Company and the Guarantors shall provide the Trustee with the following reports (and shall also provide the Trustee with sufficient copies, as required, of the reports referred to in clauses (i), (ii), (iii) and (iv) for distribution, at the Company’s and the Guarantors’ expense, to all Holders of Notes):

     (i) an English language version of TAM S.A.’s annual audited consolidated financial statements prepared in accordance with Brazilian GAAP promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;

     (ii) an English language version of TAM S.A.’s unaudited quarterly financial statements prepared in accordance with Brazilian GAAP promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

     (iii) simultaneously with the delivery of each set of financial statements referred to in clauses (i) and (ii) of this Section 4.07(a), an Officers’ Certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Company and/or the Guarantors, as applicable, are taking or propose to take with respect thereto;

     (iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Company and/or the Guarantors, as applicable, with (a) the CVM, (b) the Euro MTF market of the Luxembourg Stock Exchange, or any other stock exchange on which the Notes may be listed or (c) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of the Company or the public in Brazil or elsewhere and, in the case of clause (c), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); and

     (v) upon any director or executive officer of the Company or any Guarantor becoming aware of the existence of a Default or Event of Default, an Officers’ Certificate setting forth the details thereof and the action which the Company and/or such Guarantor, as applicable, are taking or propose to take with respect thereto.

     Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or the Guarantors’ compliance with any of their covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     (b) Within 60 days of the close of each of the first three fiscal quarters and within 90 days of the close of each fiscal year, for so long as any of the Notes remain Outstanding, (i) the Company shall request from DTC, a current list of the names and addresses of each DTC participant which is a Holder of an interest in a Global Note and (ii) at the Company’s written request, the Trustee shall provide the Company with the names and addresses of each Holder of a Certificated Note, if any.

     Section 4.08. Available Information. The Company shall take all action necessary to provide information to permit resales of the Notes pursuant to Rule 144A, including furnishing to any Holder of a Note or owner of a beneficial interest in a Global Note, or to any prospective purchaser designated by such a Holder or beneficial owner, upon request to such Holder or beneficial owner, financial and other information required to be delivered under paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) unless, at the time of such request, the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and including any successor provision).

     Section 4.09. Limitations on the Company. The Company shall not (a) engage in any business or enter into, or be a party to, any transaction or agreement except for:

     (i) the issuance, sale and redemption of the Notes and activities incidentally related thereto;

     (ii) the incurrence of Debt to make inter-company loans to the Guarantors and entities controlled by the Guarantors to finance the acquisition and leasing of aircraft, equipment and supply materials by the Gurantors and such entities and activities reasonably related thereto;

     (iii) entering into Hedging Agreements relating to the Notes or other such Debt; and

     (iv) any other transaction required by law;

     (b) acquire or own any Subsidiaries or other assets or properties, except an interest in the inter-company loans described in Section 4.09(a)(ii) and Hedging Agreements relating to its Debt and instruments evidencing interests in the foregoing; and

     (c) enter into any consolidation, merger, amalgamation, joint venture, or other form of combination with any Person, or sell, lease, convey or otherwise dispose of any of its assets or receivables, except as otherwise permitted under Section 5.01.

     Section 4.10. Limitation on Transactions with Affiliates. Neither the Company nor any Guarantor will, nor will the Company or any Guarantor permit any of their respective Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company or such Guarantor, other than themselves or any of their respective Subsidiaries, (an “Affiliate Transaction”) unless the terms of the Affiliate Transaction are no less favorable to the Company or such Guarantor or such Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate.

     Section 4.11. Repurchase of Notes upon a Change of Control. Not later than 30 days following a Rating Decline that results from a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest up to, but not including the date of purchase.

     An “Offer to Purchase” must be made by written offer, which will specify the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for the purchase (the “purchase date”) not more than five Business Days after the expiration date. The offer must include information required by the Securities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable holders to tender notes pursuant to the offer.

     A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a denomination of U.S.$100,000 or an integral multiple of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and after the purchase date.

     The Company will comply with Rule 14e-1 under the Exchange Act (to the extent applicable and not in conflict with applicable Brazilian regulations) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

     The Guarantors will obtain all necessary consents and approvals from the Central Bank of Brazil for the remittance of funds outside of Brazil prior to making any Offer to Purchase.

     Section 4.12. Additional Interest. If Additional Interest is payable by the Company pursuant to the Registration Rights Agreement, the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is

payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

ARTICLE 5

Consolidation, Merger, Conveyance, Transfer or Lease

     Section 5.01. Limitation on Consolidation, Merger or Transfer of Assets. Neither the Company nor any Guarantor shall consolidate with or merge with or into, or sell, convey, transfer or dispose of, or lease all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, unless:

     (i) the resulting, surviving or transferee Person (if not the Company or such Guarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil, or the United States of America, any State thereof or the District of Columbia, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person expressly assumes, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, all the obligations of the Company or such Guarantor under this Indenture and the Notes and the Note Guaranty;

     (ii) the resulting, surviving or transferee person (if not the Company or such Guarantor), if not organized and existing under the laws of a jurisdiction other than the Cayman Islands or Brazil, undertakes, in such supplemental indenture, (i) to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes and the Note Guaranty after deduction or withholding for or on account of any present or future tax, penalty, fine, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes and the Note Guaranty subject to the same exceptions set forth under Sections 4.06(a)(i) through Section 4.06(a)(viii) and (ii) that the provisions set forth in Section 3.01(c) shall apply to such person, but in both cases, replacing existing references in such Section to Cayman Islands or Brazil or to the Taxing Jurisdiction with references to the jurisdiction of organization of the resulting, surviving or transferee Person as the case may be;

     (iii) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

     (iv) the Company or such Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture.

     Notwithstanding anything to the contrary contained in the foregoing, any of the Guarantors may consolidate with or merge with the Company or any Subsidiary that becomes a Guarantor concurrently with the relevant transaction.

     The Trustee shall be entitled to rely exclusively on and shall accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders.

     Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor in accordance with Section 5.01 in which the Company or such Guarantor is not the continuing obligor or Guarantor, as the case may be, under this Indenture, the surviving or transferor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company or Guarantor therein. When a successor assumes all the obligations of its predecessor under this Indenture, the Notes and the Note Guaranty, the predecessor shall be released from those obligations; provided that in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Notes.

ARTICLE 6

Events of Default and Remedies

     Section 6.01. Events of Default. The term “Event of Default” means, when used herein, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to, or as a result of any failure to obtain, any authorization, order, rule, regulation, judgment or decree of any governmental or administrative body or court):

     (a) The Company defaults in any payment of interest (including any Additional Amounts or any Additional Interest) on any Note when the same becomes due and payable, and such Default continues for a period of 30 days;

     (b) The Company defaults in the payment of the principal (including any Additional Amounts) of any Note when the same becomes due and payable upon acceleration or redemption or otherwise;

     (c) The Company or any Guarantor fails to comply with any of its covenants or agreements in the Notes or this Indenture (other than those referred to in clauses (a) and (b) of this Section 6.01), and such failure continues for 60 days after the notice specified below;

     (d) The Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of this Indenture, which default (i) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (ii) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate;

     (e) One or more final judgments or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time of determination) in the aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (ii) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

     (f) an involuntary case or other proceeding is commenced against the Company, any Guarantor or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company, any Guarantor or any Significant Subsidiary under the bankruptcy laws now or hereafter in effect, and such order is not being contested by the Company, any Guarantor or any Significant Subsidiary, as the case may be, in good faith, or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made;

     (g) the Company, any Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, concordata or other relief with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the Property of the Company, any Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (f) or this clause (g) a “bankruptcy default”);

     (h) any event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of clause (f) or (g);

     (i) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of this Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

     (j) TAM S.A. ceases to own, directly or indirectly, 100% of the outstanding share capital of the Company.

     A Default under clause (c) of this Section 6.01 shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes notify the Company and the Guarantors of the Default and the Company does not cure such Default within the time specified after receipt of such notice.

     Section 6.02. Acceleration of Maturity, Rescission and Amendment. If an Event of Default (other than an Event of Default specified in Section 6.01(f), Section 6.01(g) or Section 6.01(h)) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in Section 6.01(f), Section 6.01(g) or Section 6.01(h) occurs and is continuing, then the principal of and accrued and unpaid interest on all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Notes by written notice to the Company and the Trustee may rescind or annul such declaration if:

     (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on Outstanding Notes, (B) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (C) to the extent that payment of such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and (D) all sums paid or advanced by the Trustee and Agents hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and Agents and their agents and counsel; and

     (ii) all Events of Default have been cured or waived as provided in Section 6.13 other than the nonpayment of principal that has become due solely because of acceleration.

     No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

     Section 6.03. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs, the Trustee, in its own name as trustee of an express trust, (i) may institute a judicial proceeding for the collection of the whole amount then due and payable on such Notes for principal and interest (including Additional Amounts), and interest on any overdue principal and, to the extent that payment of such interest (including Additional Amounts) shall be legally enforceable, upon any overdue installment of interest (including Additional Amounts), at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) may prosecute such proceeding to judgment or final decree and (iii) may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by any available proceeding at law or in equity, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

     Section 6.04. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest (including Additional Amounts) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

     Section 6.05. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

     Section 6.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article 6 shall be applied in the following order:

     FIRST: to the Trustee for amounts due to it hereunder (including, without limitation, under Section 7.06);

     SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest (including Additional Amounts), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest (including Additional Amounts), respectively; and

     THIRD: to the Company or, to the extent the Trustee collects any amounts from any Guarantor, to such Guarantor or as a court of competent jurisdiction may direct.

     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.06. At least 15 days before such record date, the Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

     Section 6.07. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

     (i) the Holder has previously given to the Trustee written notice stating that an Event of Default has occurred and is continuing;

     (ii) the Holders of at least 25% in principal amount of the Notes have made a written request to the Trustee to pursue the remedy in respect of such Event of Default;

     (iii) such Holder or Holders has offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any cost, loss, liability or expense to be incurred in compliance with such request;

     (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and provision of security or indemnity; and

     (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Notes outstanding.

     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

     Section 6.08. Rights of Holders to Receive Principal and Interest. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective Payment Dates expressed in the Notes, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired of affected without the consent of such Holder.

     Section 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the trustee hereunder) and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor, their respective creditors or their respective properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 6.12. Control by Holders. The Holders of a majority in principal amount of the Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of the Holders if such request or direction conflicts with any law or with this Indenture or, subject to Section 7.01, if the Trustee determines it is unduly prejudicial to the rights of other Holders (it being understood that, subject to Sections 7.01 and 7.02, the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders) or would involve the Trustee in personal liability or expense; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such request or direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all costs, losses, liabilities and expenses caused by taking or not taking such action.

     Section 6.13. Waiver of Past Defaults and Events of Default. Subject to Section 6.02, the Holders of a majority in principal amount of the Outstanding Notes by written notice to the Trustee may waive an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is

deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

     Section 6.14. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 6.15. Waiver of Stay or Extension Laws. The Company and each Guarantor covenant (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Notes; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

Trustee and Agents

     Section 7.01. Duties of Trustee and Agents. (a) If an Event of Default has occurred and is continuing and a Responsible Officer has actual knowledge thereof, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

     (b) Except during the continuance of an Event of Default in the case of the Trustee only, (i) the Trustee and each Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee or any Agent; and (ii) in the absence of bad faith on the part of the Trustee or any Agent, the Trustee or such Agent, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee or such Agent, as the case may be, and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee or any Agent, the Trustee or such Agent, as the case may be, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

     (c) The Trustee may not be relieved from liability for its own gross negligence, bad faith or willful misconduct, except that:

     (i) this Section 7.01(c) does not limit the effect of Section 7.01(b);

     (ii) neither the Trustee nor any Agent shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee or such Agent, as the case may be, was grossly negligent in ascertaining the pertinent facts; and

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.07 or exercising any trust or power conferred upon it under this Indenture.

     (d) Neither the Trustee nor any Agent shall be liable for interest on any money received by it except as each may agree in writing with the Company.

     (e) Money held in trust by the Trustee or any Agent need not be segregated from other funds except to the extent required by law.

     (f) No provision of this Indenture shall require the Trustee or any Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds and/or adequate indemnity against such risk or liability is not satisfactorily assured to it.

     (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee and any Agent shall be subject to the provisions of this Section 7.01.

     Section 7.02. Rights of Trustee. (a) The Trustee and each Agent may rely upon, and shall be protected in acting or refraining from acting based upon, any document believed by it to be genuine and to have been signed or presented by the proper Person. Neither the Trustee nor any Agent need investigate any fact or matter stated in any such document.

     (b) Before the Trustee or any Agent acts or refrains from acting, it may require an Officers’ Certificate, the written advice of a qualified tax expert or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate, the qualified tax expert’s written advice or Opinion of Counsel.

     (c) The Trustee or any Agent may act through agents and shall not be responsible for the willful misconduct or gross negligence of any agent appointed with due care.

     (d) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Company.

     (e) Neither the Trustee nor any Agent shall be under an obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee or such Agent security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred thereby.

     (f) Neither the Trustee nor any Agent shall be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture.

     (g) Neither the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided that the conduct of the Trustee or any such Agent does not constitute willful misconduct, gross negligence or bad faith.

     (h) Each of the Trustee and any Agent may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

     (i) Neither the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee, shall be reimbursed by the Company upon demand.

     (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Company. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law.

     (k) In no event shall the Trustee or any Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

     (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.

     (m) The Trustee and each Agent shall accept and act upon Written Directions when given to the Trustee or such Agent, as the case may be, in the form of Facsimile Instructions. Subsequent to the transmission of a Written Direction in the form of a Facsimile Instruction, the Company agrees to transmit to the Trustee or such Agent, in a timely manner, the originally executed Written Direction if required pursuant to the Governing Documents or at the request of the Trustee or such Agent. Additionally, the Trustee and each Agent shall accept a Facsimile Signature as if each such Facsimile Signature were an original signature, if the Trustee or such Agent believes in good faith that such signature is that of the individual whose signature it purports to be.

     (n) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

     Section 7.03. Individual Rights of Trustee. The Trustee and any Paying Agent, Registrar or co-registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

     Section 7.04. Trustee’s Disclaimer. Neither the Trustee nor any Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

     Section 7.05. Notice of Defaults and Events of Default. If a Default or Event of Default occurs and is continuing, and if it is known to the Responsible Officer, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after a Responsible Officer acquires actual knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice and shall be protected from withholding the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of Holders. For all purposes of this Indenture and the Notes, the Trustee shall not be deemed to have knowledge of a Default or Event of Default unless either (i) an attorney, authorized officer or agent of the Trustee with direct responsibility for the Indenture has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has been given to the Trustee by the Company or any Holder.

     Section 7.06. Compensation and Indemnity. The Company agrees to pay to the Trustee and each Agent from time to time such compensation as shall be agreed upon in writing for its

services. The Trustee’s compensation shall not be limited by any law regarding compensation of a trustee of an express trust. The Company agrees to reimburse promptly the Trustee and each Agent upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s and each Agent’s agents, counsel, accountants and experts. Payments of any such expenses by the Company to the Trustee or any Agent, as the case may be, shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments, fees or other governmental charges of whatever nature (and any fines, penalties or interest related thereto) imposed or levied by or on behalf of the Cayman Islands, Brazil or any political subdivision or authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Company shall pay to the Trustee or Agent, as the case may be, such Additional Amounts as may be necessary in order that every net payment made by the Company to the Trustee and such Agent, as the case may be, after deducting or withholding for or on account of any present or future tax, penalty, fine, duty, assessment or other governmental charge imposed upon or as a result of such payment by the Cayman Islands, Brazil or any political subdivision or taxing authority thereof or therein shall not be less than the amount then due and payable to the Trustee or the Principal Paying Agent, as the case may be. The Company shall indemnify each of the Trustee and each Agent against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without gross negligence or bad faith on its part arising out of and in connection with the administration of this Indenture, the performance of its respective duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture. The Company undertakes to indemnify the Trustee and each of the Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include both Brazilian and Cayman Islands taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties or rights by the Trustee or any Agent or its affiliates under this Indenture except as may result from its own default, gross negligence or bad faith or that of its directors, officers or employees or any of them, or breach by it of the terms of this Indenture. The Trustee and each Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee or such Agent to so notify the Company shall not relieve the Company of its obligations hereunder. If the Trustee or Agent, as the case may be, determines in its reasonable discretion that no conflict of interest (or potential conflict of interest) exists, the Company will be entitled to participate in the Trustee’s defense of the claim or Agent’s defense of the claim, as the case may be, and the Trustee or such Agent may have separate counsel and the Company shall pay the fees and expenses of such counsel.

     To secure the payment obligations of the Company in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee or the Principal Paying Agent, except that held in trust to pay principal of and interest on particular Notes.

     The obligations of the Company pursuant to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default or Event of Default specified in Section 6.01(h), the expenses are intended to constitute expenses of administration under any bankruptcy law.

     The Company acknowledges that none of the Trustee, the Principal Paying Agent or any other Agent makes any representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Company represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture.

     The Company agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Trustee or any Agent.

     Section 7.07. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee. The Company shall remove the Trustee if:

     (i) the Trustee fails to comply with Section 7.09;

     (ii) the Trustee is adjudged a bankrupt or insolvent;

     (iii) a receiver or other public officer takes charge of the Trustee or its property; or

     (iv) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee) the Company shall promptly appoint a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal

amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Company’s obligation under Section 7.06 shall continue for the benefit of the retiring Trustee.

     Section 7.08. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

     In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes in the name of the successor to the Trustee; and in all such cases such adopted certificates shall have the full force of all provisions within the Notes or in this Indenture relating to the certificate of the Trustee.

     Section 7.09. Eligibility; Disqualification. The Trustee hereunder shall at all times be a corporation, bank or trust company organized and doing business under the laws of the United States or any state thereof (i) which is authorized under such laws to exercise corporate trust power, (ii) is subject to supervision or examination by governmental authorities, (iii) shall have at all times a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition and (iv) shall have its Corporate Trust Office in The City of New York. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect specified in Section 7.07.

ARTICLE 8

Discharge of Indenture; Defeasance

     Section 8.01. Discharge of Liability on Notes. (a) When (i) the Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Company or any Guarantor deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.08 and if in any such case the Company or any Guarantor pays all other sums payable hereunder by the Company or such Guarantor, then this Indenture, and the obligations of the Company and the Guarantors pursuant hereto, shall, subject to Sections 8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge

satisfaction and discharge of this Indenture on demand of the Company or any Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company or any Guarantor.

     (b) Subject to Sections 8.01(d), 8.02 and 8.06, the Company or any Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d), 6.01(e) and 6.01(j) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Company or any Guarantor of the legal defeasance option or the covenant defeasance option, each Guarantor’s obligations under its Note Guaranty will terminate.

     If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e) or 6.01(j).

     Upon satisfaction of the conditions set forth herein and upon request of the Company or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Company or any Guarantor hereunder except those specified in Section 8.01(c).

     (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05 and 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company or the applicable Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, each Guarantor’s obligations to pay fully and punctually all amounts payable by the Company or any Guarantor to the Trustee under this Indenture shall survive.

     Section 8.02. Conditions to Defeasance. The Company or any Guarantor may exercise the legal defeasance option or the covenant defeasance option only if:

     (a) the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations, or a combination thereof, sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption;

     (b) the Company or any Guarantor delivers to the Trustee a certificate from an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as shall be sufficient

to pay principal of and interest on all the Notes when due at Maturity or on redemption, as the case may be;

     (c) 123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period;

     (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

     (e) the deposit does not constitute a default or event of default under any other agreement binding on the Company or any Guarantor;

     (f) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended;

     (g) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to Brazilian tax matters stating that, under Brazilian law, Holders (other than Brazilian persons) (1) shall not recognize income gain or loss for Brazilian tax purposes as a result of such deposit and defeasance and shall be subject to Brazilian tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (2) payments from the defeasance trust to any such Holder shall not be subject to withholding or deduction for or on account of any taxes, duties, assessments or other governmental charges under Brazilian law;

     (h) in the case of the legal defeasance option, the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. Federal income tax matters stating that (1) the Company or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

     (i) in the case of the covenant defeasance option, the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

     (j) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to Cayman Islands tax matters and Opinions of Counsel of

recognized standing with respect to tax matters of any other jurisdiction in which the Company is conducting business in a manner which causes the Holders of the Notes to be liable for taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in such other jurisdiction, stating that the Holders will not recognize income, gain or loss in the relevant jurisdiction as a result of such deposit and the defeasance and will be subject to taxes in the relevant jurisdiction (including any withholding taxes) on the same amount and in the same manner and at the same times as would otherwise have been the case if such deposit and defeasance had not occurred;

     (k) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and

     (l) the Company or any Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with.

     Before or after a deposit, the Company or any Guarantor may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

     Section 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Principal Paying Agent or Paying Agents and in accordance with this Indenture to the payment of principal of and interest on the Notes.

     Section 8.04. Repayment to Company. Upon termination of the trust established pursuant to Section 8.02, the Trustee and each Paying Agent shall promptly pay to the Company upon request, any excess cash or U.S. Government Obligations held by them.

     The Trustee and each Paying Agent shall pay to the Company, upon request, any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years after the due date for such payment of principal or interest, and, thereafter, the Trustee and each Paying Agent, as the case may be, shall not be liable for payment of such amounts hereunder and the Holders shall be entitled to such recovery of such amounts only from the Company.

     Section 8.05. Indemnity for U.S. Governmental Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

     Section 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal

proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company and the Guarantors under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or such Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company or any Guarantor has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Company and the Guarantors shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or such Paying Agent.

ARTICLE 9

Amendments

     Section 9.01. Without Consent of Holders. The Company and the Guarantors, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Notes, without notice to or consent or vote of any Holder for the following purposes:

     (i) to cure any ambiguity, omission, defect or inconsistency;

     (ii) to add guarantees or collateral with respect to the Notes;

     (iii) to comply with Section 5.01;

     (iv) to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;

     (v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders;

     (vi) to surrender any right herein conferred upon the Company or the Guarantors;

     (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee;

     (viii) to provide for the issuance of Additional Notes;

     (ix) to make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture to the section “Description of Notes” in the Offering Memorandum; or

     (x) to comply with any applicable requirements of the SEC, including in connection with a required qualification of the Indenture under the Trust Indenture Act

provided that, in the case of clause (i) or (ii) above, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01.

     Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of any supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Company and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

     Each Guarantor must consent to any amendment or supplement hereunder.

     Section 9.02. With Consent of Holders. Except as specified in Section 9.01, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee, together, may amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Outstanding Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders under this Indenture, and the Holders of at least a majority in principal amount of the Outstanding Notes may, except as set forth below, waive any past Default or compliance with any provision of this Indenture; provided, however, that, without the consent of each Holder affected, an amendment or waiver may not:

     (i) reduce the principal amount of or change the Stated Maturity of any payment on any Note;

     (ii) reduce the rate of any interest on any Note;

     (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;

     (iv) change the currency for payment of principal of, or interest or any Additional Amounts on, any Note;

     (v) impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note;

     (vi) waive a Default or Event of Default in payment of principal of and interest on the Notes;

     (vii) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;

     (viii) make any change in this first paragraph of this Section 9.02;

     (ix) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes; or

     (x) make any change in any Note Guaranty that would adversely affect the Noteholders.

provided that the provisions of the covenants described in Section 4.11 may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.

     Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

     The Company shall mail to Holders prior written notice of any amendment or waiver proposed to be adopted under this Section 9.02.

     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Section 9.02.

     Each Guarantor must consent to the amendment, supplement or waiver under this Section 9.02.

     Section 9.03. Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of Notes shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the written notice of revocation at least one Business Day prior to the date the amendment or waiver becomes effective. After it becomes effective, an amendment or waiver shall bind every Holder.

     (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above. If a record date is fixed, then notwithstanding Section 9.03(a) those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to

give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

     Section 9.04. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Company may require the Holder to deliver the Note to the Trustee. If so instructed by the Company, the Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

     Section 9.05. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment, waiver or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In signing such amendment, waiver or supplement, in addition to the documents required by Section 11.03, the Trustee shall be entitled to receive indemnity satisfactory to the Trustee and to receive, and, subject to Section 7.01, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment, waiver or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it shall be valid and binding upon the Company in accordance with its terms.

     Section 9.06. Payment for Consent. Neither the Company nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

Guarantee

     Section 10.01. The Note Guaranty. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

     Section 10.02. Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

     (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;

     (ii) any modification or amendment of or supplement to this Indenture or any Note;

     (iii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;

     (iv) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

     (v) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or

     (vi) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

     Section 10.03. Discharge; Reinstatement. Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

     Section 10.04. Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

     Section 10.05. Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation; provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with

respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

     Section 10.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

     Section 10.07. Limitation on Amount of Guaranty. Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the laws of the Cayman Islands, Brazil, the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of the Cayman Islands, Brazil, the United States Bankruptcy Code or any comparable provision of state law.

     Section 10.08. Execution and Delivery of Guaranty. The execution by each Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in this Indenture on behalf of each Guarantor.

     Section 10.09. Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon:

     (i) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Subsidiary) otherwise permitted by this Indenture;

     (ii) if the Note Guaranty was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guaranty; or

     (iii) defeasance or discharge of the Notes, as provided in Article 8.

     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Company in writing in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

ARTICLE 11

Miscellaneous

     Section 11.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes. Nothing in this Indenture or the Notes, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this Indenture or the Notes.

     Section 11.02. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other communication or document provided or permitted by this Indenture to be made upon, given, provided or furnished to, or filed with, any party to this Indenture shall, except as otherwise expressly provided herein, be in writing and shall be deemed to have been received only upon actual receipt thereof by prepaid first class mail, courier, telecopier or electronic transmission, addressed to the relevant party as follows:

To the Company and the Guarantors:

Av. Jurandir, 856, Lote 4
04072 000
São Paulo, SP
Brasil
Attention: Legal Department
Facsimile: 55-11-5582-8813

With a copy to:
Clifford Chance US LLP
31 West 52^nd Street
New York, NY 10019
USA
Attention: Sara Hanks
Facsimile: 1-212-878-8014

To the Trustee, Registrar, Transfer Agent or Principal Paying Agent:

The Bank of New York
Corporate Trust Administration- Global Finance Americas
101 Barclay Street, Floor 4 East
New York, New York 10286
USA
Telephone: (212) 815-5346
Facsimile: (212) 815-5802/3

With a Copy to the Paying Agent and Transfer Agent in Luxembourg:

The Bank of New York (Luxembourg) S.A.
Aerogolf Center

1A Hoehenhof
L-1736 Senningerberg
Luxembourg

     Notices or communications to a Guarantor will be deemed given if given to the Company

     Any party by written notice to the other parties may designate additional or different addresses for subsequent notices or communications.

     Where this Indenture provides for the giving of notice to Holders, such notice shall be deemed to have been given upon (i) the mailing of first class mail, postage prepaid, of such notice to Holders of the Notes at their registered addresses as recorded in the Register; and (ii) for so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange, and it is required by the rules of the Luxembourg Stock Exchange, publication of such notice to the Holders of the Notes in English in a leading newspaper having general circulation in Luxembourg or, if such publication is not practicable, in one other leading English language daily newspaper with general circulation in Europe, such newspaper being published on each Business Day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions.

     The Company shall also cause all other such publications of such notices as may be required from time to time by applicable Brazilian law, including, without limitation, those required under the applicable regulations issued by the CVM.

     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed to a Holder in the manner provided above, it is duly given, whether or not the addressee receives it.

     Section 11.03. Officers’ Certificate and Opinion of Counsel as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

     (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.04) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.04) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     Section 11.04. Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include substantially:

     (i) a statement that each Person making or rendering such Officers’ Certificate or Opinion of Counsel has read such covenant or condition and the related definitions;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

     (iii) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (iv) a statement as to whether or not, in the opinion of each such Person, such covenant or condition has been complied with.

     Section 11.05. Rules by Trustee, Registrar, Paying Agent and Transfer Agents. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, the Paying Agents and the Transfer Agents may make reasonable rules for their functions.

     Section 11.06. Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection with the Notes and the Note Guarantees, including damages. Any amount received or recovered in a currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company or otherwise) by any Holder of a Note in respect of any sum expressed to be due to it from the Company or any Guarantor shall only constitute a discharge to the Company or the Guarantors, as the case may be, to the extent of the U.S. Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under any Note, the Company and the Guarantors shall indemnify such Holder against any loss sustained by it as a result, and if the amount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Company and the Guarantors shall indemnify the recipient against the cost of making any such purchase.

     For the purposes of this Section 11.06, it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of the Company and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of a Note and shall continue in full

force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.

     Section 11.07. No Recourse Against Others. No director, officer, employee or shareholder, as such, of the Company, the Guarantors or the Trustee shall have any liability for any obligations of the Company, the Guarantors or the Trustee, respectively, under this Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

     Section 11.08. Legal Holidays. In any case where any Interest Payment Date or Redemption Date or date of Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date or date of Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or Redemption Date or date of Maturity, as the case may be on account of such delay.

     Section 11.09. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTES GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 11.10. Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantors irrevocably appoints National Corporate Research Limited (the “Process Agent”), with an office at 225 West 34^th Street, Suite 910, New York, NY 10122, USA, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction.

     (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or any Guarantor, as the case may be, in care of the Process Agent at the address specified above. Each of the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent, the Company or the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such.

     (c) Nothing in this Section 11.10 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other competent jurisdictions.

     (d) Each of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

     Section 11.11. Successors and Assigns. All covenants and agreements of the Company and the Guarantors in this Indenture, the Notes and the Note Guarantees shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.

     Section 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

     Section 11.13. Severability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision hereof invalid or unenforceable in any respect.

     Section 11.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 11.15. Trust Indenture Act Of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

     IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.

TAM CAPITAL INC., as the Company
By:	/s/ Egberto Vieira Lima
	Name:	Egberto Vieira Lima
	Title:	Director
By:	/s/ Libano Miranda Barroso
	Name:	Libano Miranda Barroso
	Title:	Director
TAM S.A., as Guarantor
By:	/s/ Libano Miranda Barroso
	Name:	Libano Miranda Barroso
	Title:	Financial Director and Director of Relationship with Investors
By:	/s/ Marco Antonio Bologna
	Name:	Marco Antonio Bologna
	Title:	President Director
TAM LINHAS AÉREAS S.A., as Guarantor
By:	/s/ Egberto Vieira Lima
	Name:	Egberto Vieira Lima
	Title:	Director
By:	/s/ Libano Miranda Barroso
	Name:	Libano Miranda Barroso
	Title:	Director

Witnesses:
By:	/s/ Deise Dorna de Oliveira
	Name:	Deise Dorna de Oliveira
		RG 15.788.348-6 / SSP-SP
		CIC 082.376.888-05
By:	/s/ Sandoval Martins Pereira
	Name:	Sandoval Martins Pereira
		RG 18 788 294
		CPF 129 731 538.32

THE BANK OF NEW YORK, as Trustee, Registrar, Transfer Agent and Principal Paying Agent
By:	/s/ William Potes
	Name:
	Title:
THE BANK OF NEW YORK (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent
By:	/s/ William Potes
	Name:
	Title:

STATE OF NEW YORK	)
	)	ss:
COUNTY OF NEW YORK	)

     On the 25 day of April, 2007, before me personally came         , to me known, who, being by me duly sworn, did depose and say that William Potes is a Assistant Vice President of The Bank of New York, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

[Notarial Seal]

/s/ Emily Fayan Notary Public

COMMISSION EXPIRES

Emily Fayan

Notary Public, State of New York

No. 01FA4737006

Qualified in King’s County

Certificate Filed in New York County

Commission Expires Dec. 31, 2009

STATE OF NEW YORK	)
	)	ss:
COUNTY OF NEW YORK	)

     On the 25 day of April, 2007, before me personally came         , to me known, who, being by me duly sworn, did depose and say that William Potes is a Authorized Signator of The Bank of New York (Luxembourg) S.A., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

[Notarial Seal]

/s/ Emily Fayan Notary Public

COMMISSION EXPIRES

Emily Fayan

Notary Public, State of New York

No. 01FA4737006

Qualified in King’s County

Certificate Filed in New York County

Commission Expires Dec. 31, 2009

EXHIBIT A

FORM OF NOTE

[FACE OF NOTE]

     UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (“DTC”), TO THE COMPANY NAMED HEREIN (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF.

     [Include if Note is a Restricted Global Note, or a Note issued in exchange therefor, as required under this Indenture: THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE

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SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN. ]

     [Include if Note is Regulation S Global Note, or a Note issued in exchange therefor, in accordance with this Indenture: “THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.”]

2

TAM CAPITAL INC.

U.S.$300,000,000

7.375% Senior Guaranteed Notes Due 2017

[RESTRICTED GLOBAL NOTE]
[REGULATION S GLOBAL NOTE]
[CERTIFICATED NOTE]
Representing U.S.$                    
7.375% Senior Guaranteed Notes Due 2017

No. [R-1] [S-1]

CUSIP No. [144A: 87484E AA9] [Reg S: G86667 AA3]	Principal Amount
ISIN No. [144A: US87484EAA91] [Reg S: USG86667AA37]	U.S.$
Common Code [Reg S: 029842094]

     TAM CAPITAL INC., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, U.S.$___, upon presentment and surrender of this Note on April 25, 2017 or on such date or dates as the then relevant principal sum may become payable in accordance with the provisions hereof and in the Indenture.

     Interest on the outstanding principal amount shall be borne at the rate of 7.375% per annum payable semi-annually in arrears on each April 25 and October 25 (each such date an “Interest Payment Date”), commencing on October 25, 2007, all subject to and in accordance with the terms and conditions set forth herein and in the Indenture; provided, however, that in the event that the Company shall at any time default on the payment of interest or such other amounts as any may be payable in respect of the Notes, the Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

3

     Unless the certificate of authentication herein has been executed by the Trustee or Authenticating Agent by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

Dated: April 25, 2007

TAM CAPITAL INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

Witnesses:
By:
	Name:
By:
	Name:

4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee
By:
	Name:
	Title: Authorized Signatory

5

[FORM OF REVERSE SIDE OF NOTE]

7.375% Senior Guaranteed Notes Due 2017

TERMS AND CONDITIONS OF THE NOTES

     This Note is one of a duly authorized issue of 7.375% Senior Guaranteed Notes Due 2017 of the Company. The Notes constitute unsecured unsubordinated obligations of the Company, initially in an aggregate principal amount of U.S.$300,000,000

     1. Indenture.

     The Notes are, and shall be, issued under an Indenture, dated as of April 25, 2007 (the “Indenture”), among the Company, the Guarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent.

     The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued.

     The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 25, 2007, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). If the Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by the SEC) on or before October 31, 2007, the annual interest rate borne by the Notes will be increased by 0.25% per annum. This

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increase in the interest rate will end upon the earlier of (i) completion of the Exchange Offer, (ii) the effectiveness of the Shelf Registration Statement or (iii) the Notes being freely tradable under the Securities Act.

     The Note is one of the [Initial]¹ [Additional]² [Exchange]³ Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture.

     2. Principal.

     The Company promises to pay the principal of this Note on April 25, 2017.

     3. Interest.

     The Notes bear interest at the rate per annum shown above from April 25, 2007, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for, payable semi-annually in arrears on April 25 and October 25 of each year (each such date, an “Interest Payment Date”), commencing on October 25, 2007. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.

     4. Method of Payment.

     Payments of interest in respect of each Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the Register at the close of business on the April 10 and October 10, as the case may be (each, a “Record Date”), immediately preceding such Interest Payment Date.

     Payments in respect of each Note shall be made by U.S. Dollar check drawn on a bank in The City of New York and may be mailed to the Holder of such Note at its address appearing in the Register. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York. Payment of principal in respect of each Note shall be made on any Payment Date for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such Payment Date.

1	Include if Initial Note.
2	Include if Additional Note.
3	Include if Exchange Note.

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     All payments on this Note are subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of Paragraph 6 hereof. Except as provided in Section 2.08 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments.

     If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

     If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if any, in fact paid.

     5. Registrar, Paying Agent and Transfer Agent.

     The Trustee shall act as Registrar, Transfer Agent and Principal Paying Agent of the Notes. The Company may appoint and change any Registrar, Paying Agent or Transfer Agent in accordance with the terms of the Indenture. For so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange, and such stock exchange shall so require, the Company shall maintain a Paying Agent and Transfer Agent in Luxembourg. The Bank of New York (Luxembourg) S.A. shall initially act as Paying Agent and Transfer Agent in Luxembourg.

     6. Additional Amounts.

     All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for, or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which the Company or the Guarantors are organized, doing business or otherwise subject to the power to tax (any of the aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

     (i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such

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fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note;

     (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;

     (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;

     (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such Holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement;

     (v) in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

     (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note;

     (vii) in respect of any tax imposed on overall net income or any branch profits tax; or

     (viii) in respect of any combination of the above.

     No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or

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a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

     The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

     In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company.

     Any reference in the Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Paragraph 6.

     The foregoing obligation will survive termination or discharge of the Indenture.

     7. Open Market Purchases.

     The Company or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. All Notes so purchased may not be reissued or resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

     8. Redemption.

     Except as described in Section 3.01 of the Indenture and this Paragraph 8, the Notes may not be redeemed.

     (a) The Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest Payment Date prior to April 25, 2017, upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a Redemption Price equal to the greater of:

          (1) 100% of the principal amount of the notes to be redeemed; and

          (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued on the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

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     plus, in either case, accrued and unpaid interest and Additional Amounts, if any, on the principal amount being redeemed to such Redemption Date.

     If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, any treaties, rules, or related agreements to which a Taxing Jurisdiction is a party or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the Notes or on or after the date a successor to the Company assumes the obligations under the Notes, (i) the Company or any successor to the Company has or will become obligated to pay Additional Amounts (as defined in Section 4.06 of the Indenture and Paragraph 5 hereof) or (ii) either of the Guarantors or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts either such Guarantor or any such successor to the Guarantor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in the case that the Holder of the Notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., a country that does not impose any income tax or that imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) (the “Minimum Withholding Level”), as a result of the taxes, duties, assessments and other governmental charges described above, the Company or any of its successors may, at their option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to the date fixed for redemption, upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which either (x) the Issuer or successor to the Issuer would, but for such redemption, become obligated to pay any additional amounts, or (y) in the case of payments made under the Guarantees, either Guarantor or any successor to the Guarantor would, but for such redemption, be obligated to pay the Additional Amounts in excess of the Minimum Withholding Level. For the avoidance of doubt, the Company or any successor to the Company shall not have the right to so redeem the Notes unless (a) it is obligated to pay Additional Amounts or (b) either Guarantor or any successor to the Guarantor is obliged to pay Additional Amounts which in the aggregate amount exceed the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company or any successor to the Company shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Company or any successor to the Company or the jurisdiction of incorporation of a Guarantor or any successor to the Guarantor.

     In the event that the Company or any successor elects to so redeem the Notes pursuant to Section 3.01(c) of the Indenture, it will deliver to the Trustee: (i) a certificate, signed in the name of the Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to the Company to so redeem

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have occurred or been satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Company or any successor to the Company has or will become obligated to pay Additional Amounts or either Guarantor or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, (3) the Company or any successor to the Company, or either Guarantor or any successor to the Guarantor, as the case may be cannot avoid payment of such Additional Amounts by taking reasonable measures available to it and (4) that all governmental requirements necessary for the Company to effect the redemption have been complied with.

     9. Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

     A Holder may transfer or exchange Notes in accordance with the Indenture. The Trustee, the Registrar or Transfer Agent, as the case may be, may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

     The Trustee, the Registrar or Transfer Agent, as the case may be, need not register the transfer or exchange of any Notes selected for redemption or any Notes for a period of 15 days before a selection of Notes to be redeemed or before an Interest Payment Date.

     10. Persons Deemed Owners.

     The registered Holder of this Note may be treated as the owner thereof for all purposes.

     11. Unclaimed Money.

     Subject to applicable law, the Trustee and the Paying Agents shall pay to the Company upon request any monies held by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to such monies must look to the Company for payment as general creditors.

     12. Defeasance.

     Subject to the terms of the Indenture, the Company and the Guarantors at any time may terminate some or all of their obligations under the Notes, the Indenture and the Note Guarantees, as the case may be, if the Company or the Guarantors irrevocably deposit in trust with the Trustee money or U.S. Government Obligations sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption. At such time, each Guarantor’s obligations under its Note Guaranty will terminate.

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     13. Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may, among other things:

     (i) reduce the principal amount of or change the Stated Maturity of any payment on any Note;

     (ii) reduce the rate of any interest on any Note;

     (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;

     (iv) change the currency for payment of principal of, or interest or any Additional Amounts on, any Note;

     (v) impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note;

     (vi) waive a Default or Event of Default in payment of principal of and interest on the Notes;

     (vii) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;

     (viii) make any change to the first paragraph of Section 9.02 of the Indenture;

     (ix) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes; or

     (x) make any change in any Note Guaranty that would adversely affect the Noteholders.

provided that the provisions of the covenants described in Section 4.11 of the Indenture may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.

     The Company, the Guarantors and the Trustee may, without the consent of any Holder of the Notes, amend the Indenture or the Notes to:

     (i) to cure any ambiguity, omission, defect or inconsistency;

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     (ii) to add guarantees or collateral with respect to the Notes;

     (iii) to comply with Section 5.01 of the Indenture;

     (iv) to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;

     (v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders;

     (vi) to surrender any right herein conferred upon the Company or the Guarantors;

     (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee;

     (viii) to provide for the issuance of Additional Notes;

     (ix) to make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture to the section “Description of Notes” in the Offering Memorandum; or

     (x) to comply with any applicable requirements of the SEC, including in connection with an required qualification of the Indenture under the Trust Indenture Act

     provided that, in such case, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of Section 9.01 of the Indenture.

     Each Guarantor must consent to any amendment, supplement or waiver.

     14. Defaults and Remedies.

     An “Event of Default” occurs if:

     (i) the Company defaults in any payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

     (ii) the Company defaults in the payment of the principal (including any Additional Amounts) of any Note when the same becomes due and payable upon acceleration or redemption or otherwise;

     (iii) the Company or any Guarantor fails to comply with any of its covenants or agreements in the Notes or the Indenture (other than those referred

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to in (i) and (ii) above), and such failure continues for 60 days after the notice specified below;

     (iv) the Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate;

     (v) one or more final judgments or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time of determination) in the aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

     (vi) an involuntary case or other proceeding is commenced against the Company, any Guarantor or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company, any Guarantor or any Significant Subsidiary under the bankruptcy laws now or hereafter in effect, and such order is not being contested by the Company, any Guarantor or any Significant Subsidiary, as the case may be, in good faith, or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made;

     (vii) the Company, any Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation,

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reorganization, concordata or other relief with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the Property of the Company, any Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

     (viii) any event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of clause (vi) or (vii);

     (ix) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

     (x) TAM S.A. ceases to own, directly or indirectly, 100% of the outstanding share capital of the Company.

     A Default under clause (iii) above shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes notify the Company and the Guarantors of the Default and the Company does not cure such Default within the time specified after receipt of such notice.

     The Trustee is not to be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) an attorney, authorized officer or agent of the Trustee with direct responsibility for the Indenture has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has been given to the Trustee by the Company or any Holder.

     If an Event of Default (other than an Event of Default specified in clauses (vi), (vii) and (viii) above) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (vi), (vii) or (viii) above occurs and is continuing, then the principal of, and accrued and unpaid interest on, all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory

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to it. Subject to such provision for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

     At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in principal amount of the Notes by written notice to the Company and the Trustee may rescind or annul a declaration of acceleration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue interest (including any Additional Amounts) on Outstanding Notes, all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, interest on such overdue interest (including any Additional Amounts) as provided in the Indenture and all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (ii) all Events of Default have been cured or waived except nonpayment of principal that has become due solely because of acceleration.

     No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

     15. Trustee Dealings with the Company.

     Subject to certain limitations imposed by the Indenture, the Trustee and any Agent or co-registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Agent, or such other agent.

     16. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTES GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     17. No Recourse Against Others.

     No director, officer, employee or shareholder, as such, of the Company or the Trustee shall have any liability for any obligations of the Company under the Notes or any obligations of the Company or the Trustee under the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

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     18. CUSIP and ISIN Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or ISIN numbers, as applicable, to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture, which includes the form of this Note. Requests may be made to:

TAM Capital Inc.
c/o TAM S.A.
Av. Jurandir, 856, Lote 4
04072 000
São Paulo, SP
Brasil
Attention: Legal Department
Facsimile: 55-11-5582-8813

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NOTATION OF GUARANTY

     For value received, each Guarantor (which term includes any successor Person under the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 25, 2007 (as amended from time to time, the “Indenture”), among the Company, the Guarantor, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the guaranty and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the guaranty.

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     IN WITNESS WHEREOF, each Guarantor has caused this guaranty to be duly executed.

TAM S.A.,
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:
TAM LINHAS AÉREAS S.A.,
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:

Witnesses:
By:
	Name:
By:
	Name:

20

EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of                     , ___

among

TAM CAPITAL INC.,

the [ADDITIONAL GUARANTOR(S)] Party Hereto

THE BANK OF NEW YORK
as Trustee, Registrar, Transfer Agent and Principal Paying Agent

and

THE BANK OF NEW YORK (LUXEMBOURG) S.A.,
as Luxembourg Paying Agent and Transfer Agent

7.375% Senior Guaranteed Notes Due 2017

1

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     , ___, among TAM Capital Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), [Additional Guarantor(s)] (each an “Undersigned”), The Bank of New York, as trustee, registrar, transfer agent and principal paying agent (the “Trustee”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent.

RECITALS

     WHEREAS, the Company, the Guarantors party thereto, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “Trustee”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent, entered into the Indenture, dated as of April 25, 2007 (the “Indenture”), relating to the Company’s 7.375% Senior Guaranteed Notes Due 2017 (the “Notes”);

     WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company and the Guarantors agreed pursuant to the Indenture to cause any newly acquired or created Subsidiaries to provide Guarantees in certain circumstances.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

     Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

     Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof. [Specify % to be guaranteed, if less than 100%.]

     Section 3. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

     Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

     Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

     Section 6. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the recitals contained herein.

2

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

TAM CAPITAL INC.,
as the Company
By:
	Name:
	Title:
By:
	Name:
	Title:
[ADDITIONAL GUARANTOR],
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:
THE BANK OF NEW YORK,
as Trustee, Registrar, Transfer Agent and Principal Paying Agent
By:
	Name:
	Title:
THE BANK OF NEW YORK (Luxembourg) S.A.,
as Luxembourg Paying Agent and Transfer Agent
By:
	Name:
	Title:

3

EXHIBIT C

FORM OF

TRANSFER NOTICE

     FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address, including postal zip code, of assignee

this Note and all rights hereunder, hereby irrevocably constituting and appointing

                                         attorney to transfer said Note on the books of TAM Capital Inc. with full power of substitution in the premises.

     In connection with any transfer of this Note occurring prior to the date [which is two years after the original issue date of the Notes,]⁴ [which is on or prior to the 40th day after the Closing Date (as defined in the Indenture governing the Notes),]⁵ the undersigned confirms that:

[Check one]

o	(a)	This Note is being transferred to a person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a transaction meeting the requirement of Rule 144A;
o	(b)	This Note is being transferred in an offshore transaction in accordance with Rule 904 under the Securities Act;
o	(c)	This Note is being transferred pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);
o	(d)	This Note is being transferred pursuant to an effective registration statement under the Securities Act; or
o	(e)	This Note is being transferred to TAM Capital Inc.,

4	Include in Restricted Note.
5	Include in Regulation S Note.

1

in each of cases (a) through (e) above, in accordance with any applicable securities laws of any State of the United States.

     If none of the foregoing boxes is checked, the Transfer Agent shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.07 of the Indenture shall have been satisfied.

Date:                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this instrument in every particular, without alteration, enlargement or any other change whatever.

2

EXHIBIT D

FORM OF CERTIFICATE

FOR TRANSFER FROM RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND TO REGULATION S

GLOBAL NOTE OR CERTIFICATED NOTE

NOT BEARING A SECURITIES ACT LEGEND

The Bank of New York
101 Barclay Street, Floor 4 East
New York, New York 10286
Attn: Global Finance Americas

      Re: 7.375% Senior Guaranteed Notes Due 2017 (the “Notes”)

     Reference is hereby made to the Indenture, dated April 25, 2007 (the “Indenture”), among TAM Capital Inc., the Guarantors party thereto, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

     This letter relates to U.S.$                     principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note with the Depositary in the name of the undersigned] [a Certificated Note bearing a Securities Act Legend].

     The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest of equal principal amount in the Regulation S Global Note (ISIN No. USG86667AA37) to be held with [Euroclear]^* [Clearstream, Luxembourg]⁶ (Common Code No. 029842094) through the Depositary] [a Certificated Note of equal principal amount not bearing a Securities Act Legend]. In connection with such transfer, the undersigned does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the undersigned further certifies that:

     (1) the offer of the Notes was not made to a U.S. Person (as defined under Regulation S);

⁶ Indicate appropriate clearing system.

1

     [(2) at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States;]⁷

     [(2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States;]⁸

     (3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

     (4) the undersigned is not the Company, a distributor, an affiliate of either the Company or a distributor, or a Person acting on behalf of any of the foregoing; and

     (5) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

     This certificate and the statements contained herein are made for your benefit and for the benefit of TAM Capital Inc. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S.

[INSERT NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated:                     , __________

cc:     TAM Capital Inc.

7	Insert one of the two provisions.
8	Insert one of the two provisions.

2

EXHIBIT E

FORM OF TRANSFER CERTIFICATE

FOR TRANSFER FROM REGULATION S GLOBAL

NOTE OR CERTIFICATED NOTE NOT BEARING

A SECURITIES ACT LEGEND TO RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND

(PRIOR TO 40TH DAY AFTER CLOSING DATE)

The Bank of New York
101 Barclay Street, Floor 4 East
New York, New York 10286
Attn: Global Finance Americas

     Re: 7.375% Senior Guaranteed Notes Due 2017 (the “Notes”)

     Reference is hereby made to the Indenture, dated April 25, 2007 (the “Indenture”), among TAM Capital Inc., the Guarantors party thereto, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

     This letter relates to U.S.$___ principal amount of Notes which are held in the form of [a beneficial interest in the Regulation S Global Note (ISIN No. USG86667AA37) with the Depositary in the name of the undersigned] [a Certificated Note not bearing the Securities Act Legend].

     The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest in the Restricted Global Note (CUSIP No. 87484E AA9) to be held through the Depositary] [a Certificated Note bearing the Securities Act Legend]. In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:

     (1) the Notes are being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and

     (2) the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

     This certificate and the statements contained herein are made for your benefit and for the benefit of TAM Capital Inc.

1

[INSERT NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated:                     , ___

cc:     TAM Capital Inc.

2

EXHIBIT F

FORM OF CERTIFICATE FOR REMOVAL

OF THE SECURITIES ACT LEGEND ON A CERTIFICATED NOTE

The Bank of New York
101 Barclay Street, Floor 4 East
New York, New York 10286
Attn: Global Finance Americas

     Re: 7.375% Senior Guaranteed Notes Due 2017 (the “Notes”)

     Reference is hereby made to the Indenture, dated April 25, 2007 (the “Indenture”), among TAM Capital Inc., the Guarantors party thereto, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

     This letter relates to U.S.$___ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note (CUSIP No. 87484E AA9) with the Depositary] [[a] Certificated Note(s) in the name of the undersigned.]⁹

     The undersigned has requested for the restrictive Legend on the Certificated Note(s) to be removed.

     In connection with such transfer, the undersigned does hereby certify that such transfer has been effected only (i) in an offshore transaction in accordance with Rule 904 under the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States.

⁹ Indicate form in which Notes are held.

3

     This certificate and the statements contained herein are made for your benefit and for the benefit of and TAM Capital Inc.

[NAME OF UNDERSIGNED]
By:
	Name:
	Title:

Dated:                     , ___

cc:     TAM Capital Inc.

4

EX-4.2

Exhibit 4.2

FORM OF NOTE

[FACE OF NOTE]

     UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (“DTC”), TO THE COMPANY NAMED HEREIN (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF.

1

TAM CAPITAL INC.

U.S.$300,000,000

7.375% Senior Guaranteed Notes Due 2017

GLOBAL NOTE

Representing U.S.$___
7.375% Senior Guaranteed Notes Due 2017

No. _____

CUSIP No. 87484E AB7
ISIN No. US87484EAB74 Principal Amount
U.S.$___

     TAM CAPITAL INC., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, U.S.$___, upon presentment and surrender of this Note on April 25, 2017 or on such date or dates as the then relevant principal sum may become payable in accordance with the provisions hereof and in the Indenture.

     Interest on the outstanding principal amount shall be borne at the rate of 7.375% per annum payable semi-annually in arrears on each April 25 and October 25 (each such date an “Interest Payment Date”), commencing on October 25, 2007, all subject to and in accordance with the terms and conditions set forth herein and in the Indenture; provided, however, that in the event that the Company shall at any time default on the payment of interest or such other amounts as any may be payable in respect of the Notes, the Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

2

     Unless the certificate of authentication herein has been executed by the Trustee or Authenticating Agent by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

Dated: ____________, 2007

TAM CAPITAL INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

Witnesses:

By:
	Name:
By:
	Name:

3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to in the within mentioned Indenture.

THE BANK OF NEW YORK,  as Trustee
By:
	Name:
	Title:	Authorized Signatory

4

[FORM OF REVERSE SIDE OF NOTE]

7.375% Senior Guaranteed Notes Due 2017

TERMS AND CONDITIONS OF THE NOTES

     This Note is one of a duly authorized issue of 7.375% Senior Guaranteed Notes Due 2017 of the Company. The Notes constitute unsecured unsubordinated obligations of the Company, initially in an aggregate principal amount of U.S.$300,000,000

     1. Indenture.

     The Notes are, and shall be, issued under an Indenture, dated as of April 25, 2007 (the “Indenture”), among the Company, the Guarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent.

     The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued.

     The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company.

     The Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture.

5

     2. Principal.

     The Company promises to pay the principal of this Note on April 25, 2017.

     3. Interest.

     The Notes bear interest at the rate per annum shown above from April 25, 2007, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for, payable semi-annually in arrears on April 25 and October 25 of each year (each such date, an “Interest Payment Date”), commencing on October 25, 2007. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.

     4. Method of Payment.

     Payments of interest in respect of each Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the Register at the close of business on the April 10 and October 10, as the case may be (each, a “Record Date”), immediately preceding such Interest Payment Date.

     Payments in respect of each Note shall be made by U.S. Dollar check drawn on a bank in The City of New York and may be mailed to the Holder of such Note at its address appearing in the Register. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York. Payment of principal in respect of each Note shall be made on any Payment Date for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such Payment Date.

     All payments on this Note are subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of Paragraph 6 hereof. Except as provided in Section 2.08 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments.

     If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

     If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if any, in fact paid.

     5. Registrar, Paying Agent and Transfer Agent.

     The Trustee shall act as Registrar, Transfer Agent and Principal Paying Agent of the Notes. The Company may appoint and change any Registrar, Paying Agent or Transfer Agent in accordance with the terms of the Indenture. For so long as the Notes are listed on the Euro MTF

6

market of the Luxembourg Stock Exchange, and such stock exchange shall so require, the Company shall maintain a Paying Agent and Transfer Agent in Luxembourg. The Bank of New York (Luxembourg) S.A. shall initially act as Paying Agent and Transfer Agent in Luxembourg.

     6. Additional Amounts.

     All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for, or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which the Company or the Guarantors are organized, doing business or otherwise subject to the power to tax (any of the aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

     (i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note;

     (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;

     (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;

     (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such

7

Holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement;

     (v) in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;

     (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note;

     (vii) in respect of any tax imposed on overall net income or any branch profits tax; or

     (viii) in respect of any combination of the above.

     No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

     The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

     In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company.

     Any reference in the Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Paragraph 6.

8

     The foregoing obligation will survive termination or discharge of the Indenture.

     7. Open Market Purchases.

     The Company or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. All Notes so purchased may not be reissued or resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

     8. Redemption.

     Except as described in Section 3.01 of the Indenture and this Paragraph 8, the Notes may not be redeemed.

     (a) The Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest Payment Date prior to April 25, 2017, upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a Redemption Price equal to the greater of:

          (1) 100% of the principal amount of the notes to be redeemed; and

          (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued on the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

     plus, in either case, accrued and unpaid interest and Additional Amounts, if any, on the principal amount being redeemed to such Redemption Date.

     If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, any treaties, rules, or related agreements to which a Taxing Jurisdiction is a party or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the Notes or on or after the date a successor to the Company assumes the obligations under the Notes, (i) the Company or any successor to the Company has or will become obligated to pay Additional Amounts (as defined in Section 4.06 of the Indenture and Paragraph 5 hereof) or (ii) either of the Guarantors or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts either such Guarantor or any such successor to the Guarantor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in the case that the Holder of the Notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., a country that does not impose any income tax or that imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) (the “Minimum Withholding Level”), as a result of the taxes, duties, assessments and other governmental charges described above, the Company or any of its successors may, at their option, redeem all, but not less than all,

9

of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to the date fixed for redemption, upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which either (x) the Issuer or successor to the Issuer would, but for such redemption, become obligated to pay any additional amounts, or (y) in the case of payments made under the Guarantees, either Guarantor or any successor to the Guarantor would, but for such redemption, be obligated to pay the Additional Amounts in excess of the Minimum Withholding Level. For the avoidance of doubt, the Company or any successor to the Company shall not have the right to so redeem the Notes unless (a) it is obligated to pay Additional Amounts or (b) either Guarantor or any successor to the Guarantor is obliged to pay Additional Amounts which in the aggregate amount exceed the Additional Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company or any successor to the Company shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Company or any successor to the Company or the jurisdiction of incorporation of a Guarantor or any successor to the Guarantor.

     In the event that the Company or any successor elects to so redeem the Notes pursuant to Section 3.01(c) of the Indenture, it will deliver to the Trustee: (i) a certificate, signed in the name of the Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to the Company to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Company or any successor to the Company has or will become obligated to pay Additional Amounts or either Guarantor or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, (3) the Company or any successor to the Company, or either Guarantor or any successor to the Guarantor, as the case may be cannot avoid payment of such Additional Amounts by taking reasonable measures available to it and (4) that all governmental requirements necessary for the Company to effect the redemption have been complied with.

     9. Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

     A Holder may transfer or exchange Notes in accordance with the Indenture. The Trustee, the Registrar or Transfer Agent, as the case may be, may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

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     The Trustee, the Registrar or Transfer Agent, as the case may be, need not register the transfer or exchange of any Notes selected for redemption or any Notes for a period of 15 days before a selection of Notes to be redeemed or before an Interest Payment Date.

     10. Persons Deemed Owners.

     The registered Holder of this Note may be treated as the owner thereof for all purposes.

     11. Unclaimed Money.

     Subject to applicable law, the Trustee and the Paying Agents shall pay to the Company upon request any monies held by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to such monies must look to the Company for payment as general creditors.

     12. Defeasance.

     Subject to the terms of the Indenture, the Company and the Guarantors at any time may terminate some or all of their obligations under the Notes, the Indenture and the Note Guarantees, as the case may be, if the Company or the Guarantors irrevocably deposit in trust with the Trustee money or U.S. Government Obligations sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption. At such time, each Guarantor’s obligations under its Note Guaranty will terminate.

     13. Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may, among other things:

     (i) reduce the principal amount of or change the Stated Maturity of any payment on any Note;

     (ii) reduce the rate of any interest on any Note;

     (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;

     (iv) change the currency for payment of principal of, or interest or any Additional Amounts on, any Note;

     (v) impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note;

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     (vi) waive a Default or Event of Default in payment of principal of and interest on the Notes;

     (vii) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;

     (viii) make any change to the first paragraph of Section 9.02 of the Indenture;

     (ix) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes; or

     (x) make any change in any Note Guaranty that would adversely affect the Noteholders.

provided that the provisions of the covenants described in Section 4.11 of the Indenture may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.

     The Company, the Guarantors and the Trustee may, without the consent of any Holder of the Notes, amend the Indenture or the Notes to:

     (i) to cure any ambiguity, omission, defect or inconsistency;

     (ii) to add guarantees or collateral with respect to the Notes;

     (iii) to comply with Section 5.01 of the Indenture;

     (iv) to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;

     (v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders;

     (vi) to surrender any right herein conferred upon the Company or the Guarantors;

     (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee;

     (viii) to provide for the issuance of Additional Notes;

     (ix) to make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture to the section “Description of Notes” in the Offering Memorandum; or

     (x) to comply with any applicable requirements of the SEC, including in connection with an required qualification of the Indenture under the Trust Indenture Act

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provided that, in such case, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of Section 9.01 of the Indenture.

     Each Guarantor must consent to any amendment, supplement or waiver.

     14. Defaults and Remedies.

     An “Event of Default” occurs if:

     (i) the Company defaults in any payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

     (ii) the Company defaults in the payment of the principal (including any Additional Amounts) of any Note when the same becomes due and payable upon acceleration or redemption or otherwise;

     (iii) the Company or any Guarantor fails to comply with any of its covenants or agreements in the Notes or the Indenture (other than those referred to in (i) and (ii) above), and such failure continues for 60 days after the notice specified below;

     (iv) the Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate;

     (v) one or more final judgments or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time of determination) in the aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement

13

proceedings or (b) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

     (vi) an involuntary case or other proceeding is commenced against the Company, any Guarantor or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company, any Guarantor or any Significant Subsidiary under the bankruptcy laws now or hereafter in effect, and such order is not being contested by the Company, any Guarantor or any Significant Subsidiary, as the case may be, in good faith, or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made;

     (vii) the Company, any Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, concordata or other relief with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the Property of the Company, any Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

     (viii) any event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of clause (vi) or (vii);

     (ix) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

     (x) TAM S.A. ceases to own, directly or indirectly, 100% of the outstanding share capital of the Company.

     A Default under clause (iii) above shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes notify the Company and the Guarantors of the Default and the Company does not cure such Default within the time specified after receipt of such notice.

     The Trustee is not to be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) an attorney,

14

authorized officer or agent of the Trustee with direct responsibility for the Indenture has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has been given to the Trustee by the Company or any Holder.

     If an Event of Default (other than an Event of Default specified in clauses (vi), (vii) and (viii) above) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (vi), (vii) or (viii) above occurs and is continuing, then the principal of, and accrued and unpaid interest on, all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. Subject to such provision for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

     At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in principal amount of the Notes by written notice to the Company and the Trustee may rescind or annul a declaration of acceleration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue interest (including any Additional Amounts) on Outstanding Notes, all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, interest on such overdue interest (including any Additional Amounts) as provided in the Indenture and all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (ii) all Events of Default have been cured or waived except nonpayment of principal that has become due solely because of acceleration.

     No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

     15. Trustee Dealings with the Company.

     Subject to certain limitations imposed by the Indenture, the Trustee and any Agent or co-registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Agent, or such other agent.

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     16. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTES GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     17. No Recourse Against Others.

     No director, officer, employee or shareholder, as such, of the Company or the Trustee shall have any liability for any obligations of the Company under the Notes or any obligations of the Company or the Trustee under the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

     18. CUSIP and ISIN Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or ISIN numbers, as applicable, to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture, which includes the form of this Note. Requests may be made to:

TAM Capital Inc.
c/o TAM S.A.
Av. Jurandir, 856, Lote 4
04072 000
São Paulo, SP
Brasil
Attention: Legal Department
Facsimile: 55-11-5582-8813

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NOTATION OF GUARANTY

     For value received, each Guarantor (which term includes any successor Person under the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 25, 2007 (as amended from time to time, the “Indenture”), among the Company, the Guarantor, The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the guaranty and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the guaranty.

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     IN WITNESS WHEREOF, each Guarantor has caused this guaranty to be duly executed.

TAM S.A., as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:
TAM LINHAS AÉREAS S.A., as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:

Witnesses:

By:
	Name:
By:
	Name:

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EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

Dated April 25, 2007

between

TAM CAPITAL INC.,

and

THE GUARANTORS NAMED HEREIN

and

CITIGROUP GLOBAL MARKETS INC.

and

UBS SECURITIES LLC

as the Representatives of the several Initial Purchasers

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of April 25, 2007 among TAM Capital Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), the Guarantors (as defined herein) and Citigroup Global Markets Inc. and UBS Securities LLC, as the Representatives (the “Representatives”) of the several Initial Purchasers (as defined below).

     This Agreement is made pursuant to the Purchase Agreement dated April 20, 2007 (the “Purchase Agreement”), between the Company, the Guarantors and the Representatives, as the representatives of the several Initial Purchasers named therein (the “Initial Purchasers”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $300,000,000 principal amount of the Company’s 7.375% Senior Guaranteed Notes Due 2017 (together with the Guarantees, the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

     1. Definitions.

     As used in this Agreement, the following capitalized defined terms shall have the following meanings:

     “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.

     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     “Business Day” means any day other than a Saturday or Sunday, or a day on which commercial banking institutions in The City of New York or São Paulo are authorized or required by law, regulation or executive order to remain closed.

     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

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     “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

     “Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Exchange Securities” shall mean securities issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that (i) interest thereon shall accrue from, but not including, the last date on which interest was paid on the Securities or, if no such interest has been paid, from April 25, 2007 and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

     “Guarantee” means the guarantee by each Guarantor of the Company’s obligations under the Indenture and the Notes issued thereunder, executed pursuant to the provisions of the Indenture.

     “Guarantors” means each of: (1) TAM S.A., (2) TAM Linhas Aéreas S.A. and (3) their respective successors.

     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)).

     “Indenture” shall mean the Indenture relating to the Securities dated as of April 25, 2007 between the Company, the Guarantors and The Bank of New York, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever

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the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Guarantors or any of their respective affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be considered outstanding or counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

     “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

     “Purchase Agreement” shall have the meaning set forth in the preamble.

     “Registrable Securities” shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding.

     “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any

3

underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be Cleary Gottlieb Steen & Hamilton LLP, unless selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

     “Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “SEC” shall mean the Securities and Exchange Commission.

     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.

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     “Underwriter” shall have the meaning set forth in Section 3 hereof.

     “Underwritten Registration” or “Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

     2. Registration Under the 1933 Act.

     (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, each of the Company and the Guarantors shall use its reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer, but in no case longer than 180 days after the effectiveness of the Exchange Offer Registration Statement. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and each of the Company and the Guarantors shall use its reasonable best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus, appropriate letters of transmittal, if any, and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

     (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

     (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

     (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

     (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the enclosed letters of transmittal, if any, to the institution and at the address (located in the Borough of Manhattan, The City of

5

New York) specified in the notice prior to the close of business on the last Exchange Date, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

     (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged, or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

     As soon as reasonably practicable after the last Exchange Date, the Company and the Guarantors shall:

     (i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

Each of the Company and the Guarantors shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer, provided that the Initial Purchasers shall comply with the 1933 Act and the 1934 Act in making such contract or facilitation.

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If the Company and the Guarantors effect the Exchange Offer, the Company and the Guarantors will be entitled to close the Exchange Offer on any day on or after the 20th Business Day after the commencement of the Exchange Offer (provided that the Company and the Guarantors have accepted all the Securities theretofore validly tendered in accordance with the terms of the Exchange Offer).

Each Holder participating in the Exchange Offer shall be required to represent to the Company and the Guarantors that at the time of the consummation of the Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of the Company or the Guarantors or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

     (b) In the event that (i) the Company and the Guarantors jointly determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated by October 31, 2007 or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Initial Purchasers a Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities, each of the Company and the Guarantors shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company and the Guarantors, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. In the event the Company or the Guarantors is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the

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preceding sentence, each of the Company and the Guarantors shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. Each of the Company and the Guarantors agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. Each of the Company and the Guarantors further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. Each of the Company and the Guarantors agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration

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Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In the event the Exchange Offer is not consummated and the Shelf Registration Statement, if required under Section 2(b) hereof, does not become effective on or prior to October 31, 2007, the interest rate on the Securities will be increased by 0.25% per annum commencing on November 1, 2007 until the earlier of (i) completion of the Exchange Offer; (ii) the effectiveness of the Shelf Registration Statement or (iii) the notes being freely tradable under the 1933 Act. For the avoidance of doubt, any increase in interest rate due to a non-consummation of the Exchange Offer or Shelf Registration, shall not be cumulative.

     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, each of the Company and the Guarantors acknowledges that any failure by the Company or any Guarantor to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

     3. Registration Procedures.

     In connection with the obligations of the Company and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

     (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be jointly selected by the Company and the Guarantors and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus

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supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

     (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request other than exhibits to documents incorporated by reference or exhibits thereto or documents available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

     (d) use its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the neither the Company nor the Guarantors shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

     (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers or Underwriters, if any, promptly and, if requested by any such

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Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company and the Guarantors contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement would be appropriate;

     (f) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

     (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

     (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

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     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantors agree to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company or the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;

     (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object within 30 Business Days of the receipt of such copies except for any amendment or supplement or document (a copy of which has previously been furnished to the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, counsel to the Holders)) which counsel to the Company shall advise the Company in writing is required in order to comply with applicable law;

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     (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

     (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

     (m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and each Guarantor, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that (1) the foregoing inspection and information gathering shall be coordinated on behalf of the selling Holders, underwriters and representatives thereof by one counsel for the Holders and one counsel for the underwriters, who shall be Cleary Gottlieb Steen & Hamilton LLP, unless such counsel is chosen by the Holders of a majority in principal amount of the Securities or by the underwriters, as the case may be, and (2) if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information, including, entering into customary confidentiality agreements;

     (n) use its best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and Fitch Ratings, Ltd., or two other nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);

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     (o) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company or any Guarantor has received notification of the matters to be incorporated in such filing; and

     (p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities and, at the time of effectiveness of the Shelf Registration Statement and any post-effective amendments thereto and at closing of any Underwritten Offering, if required thereunder, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company, the Guarantors and their subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (i)

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above and to evidence compliance with any customary conditions contained in an underwriting agreement.

     In the case of a Shelf Registration Statement, the Company and the Guarantors may require each Holder of Registrable Securities to furnish to the Company and the Guarantors such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing. In addition, each selling Holder agrees to promptly furnish additional information required under Item 507 of Regulation S-K. So long as any Holder fails to furnish such information in a reasonably timely manner after receiving the request, the Company and the Guarantors shall (i) have no obligation under this Agreement to provide for the disposition of such Holder’s Registrable Securities in the Shelf Registration Statement in respect to which such information was requested, (ii) not be required to provide for the disposition of such Holder’s Registrable Securities in any post-effective amendment to such Shelf Registration Statement or any future Shelf Registration Statement that is not otherwise required to be filed and (iii) not be required to pay any Additional Amounts as provided in Section 2(d) hereof. Each Holder including Registrable Securities in a Shelf Registration Statement shall agree to furnish promptly to the Company all information regarding such Holder and the proposed distribution by the Holder of such Registrable Securities required under Regulation S-K.

     In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company or the Guarantors of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors (at the Company’s and the Guarantors’ expense) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company or any Guarantor shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365 day period and any such suspensions may not

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exceed 45 days for each suspension and there may not be more than two suspensions in effect during any 365 day period.

     The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering subject to TAM S.A.’s approval, which shall not unreasonably be withheld or delayed.

     4. Participation of Broker-Dealers in Exchange Offer.

     (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

     Each of the Company and the Guarantors understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

     (b) In light of the above, and notwithstanding the other provisions of this Agreement, each of the Company and the Guarantors agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the date on which the SEC declares such Exchange Offer Registration Statement effective (as such period may be extended pursuant to this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such

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Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4; provided that:

     (i) neither the Company nor the Guarantors shall be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the Effective Date of the Registration Statement (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company or any Guarantor to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

     (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company and the Guarantors by the Initial Purchasers or with the reasonable request in writing to the Company and the Guarantors by one or more broker-dealers who certify to the Initial Purchasers and the Company and the Guarantors in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, each of the Company and the Guarantors shall be obligated (x) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (y) to cause to be delivered only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

     (c) The Initial Purchasers shall have no liability to the Company, the Guarantors or any Holder with respect to any request that it may make pursuant to Section 4(b) above.

     5. Indemnification and Contribution.

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     (a) Each of the Company and the Guarantors agrees to indemnify and hold harmless the Initial Purchasers, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Initial Purchasers, any Holder or any such controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company and the Guarantors shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Initial Purchasers or any Holder furnished to the Company and the Guarantors in writing through Citigroup Global Markets Inc. and UBS Securities LLC or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers, the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, the Guarantors, the Initial Purchasers and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the

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Company and the Guarantors to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Company and the Guarantors in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

     (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (A) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Initial Purchasers and all Persons, if any, who control any Initial Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (B) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company and the Guarantors and their respective directors and officers who sign the Registration Statement and each Person, if any, who controls the Company or any Guarantor within the meaning of either such Section and (c) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by Citigroup Global Markets Inc. and UBS Securities LLC. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority

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Holders. In all other cases, such firm shall be designated jointly by the Company and the Guarantors. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

     (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor, on the one hand, or by the Holders, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal

20

amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement.

     (e) The Company, the Guarantors and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

     The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling the Initial Purchasers or any Holder, or by or on behalf of the Company and the Guarantors and their respective officers or directors or any Person controlling the Company or any Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

     6. Miscellaneous.

     (a) No Inconsistent Agreements. Neither the Company nor any Guarantor has entered into, and on or after the date of this Agreement will enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any Guarantor’s other issued and outstanding securities under any such agreements.

21

     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.

     (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company or any Guarantor, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and

22

by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or any Guarantor with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

     (e) During the period of two years after the Closing Date, the Company and the Guarantors will not, and will use its reasonable best efforts to cause its affiliates (as defined in Rule 144 under the Securities Act) to not resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them, provided, however, that the Company, the Guarantors and any of their affiliates shall be permitted to resell any Securities which are not “restricted securities” as defined in Rule 144 under the Securities Act, in compliance with Regulation S or otherwise in compliance with applicable laws.

     (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

23

     (j) Obligations of the Company and the Guarantors. Each of the Company and the Guarantors acknowledges and agrees that their obligations under this Agreement are joint and several amongst themselves.

     (k) Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     (l) Consent to Jurisdiction and Service. The Company and each Guarantor has appointed National Corporate Research Limited, currently having an office at 225 West 34^th Street, Suite 910, New York, NY 10122 U.S.A., as its agent (the “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or relating to this Agreement or the transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York, and each of the Company and each Guarantor expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company and each Guarantor represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company and each of the Guarantors shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors.

     The Company and each Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company or any Guarantor arising out of, based on, or relating to this Agreement or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan in The City of New York and (ii) waives, to the fullest extent they may effectively do so, any objection which they may have now or hereafter have to the laying of venue of any such proceeding.

     (m) Waiver of Jury Trial. The Company and each Guarantor hereby expressly waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement, any

24

supplement, or under any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any relationship existing in connection with any related transaction, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

     (n) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures a Holder, Initial Purchaser or Underwriter could purchase U.S. dollars with such other currency in the City of New York on the business day preceding that on which final judgment is given. The obligation of the Guarantors with respect to any sum due from it to any Holder, Initial Purchaser or Underwriter shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only if and to the extent that on the first business day following receipt by such Holder, Initial Purchaser or Underwriter of any sum adjudged to be so due in such other currency, such Holder, Initial Purchaser or Underwriter may in accordance with normal banking procedures purchase U.S. dollars with such other currency. If the U.S. dollars so purchased are less than the sum originally due to such Holder, Initial Purchaser or Underwriter hereunder, the Guarantors agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder, Initial Purchaser or Underwriter against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Holder hereunder, such Holder agrees to pay to the Guarantors an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to such Holder hereunder.

25

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TAM CAPITAL INC.
By:	/s/ Egberto Vieira Lima
	Name:	Egberto Vieira Lima
	Title:	Director
By:	/s/ Libano Miranda Barroso
	Name:	Libano Miranda Barroso
	Title:	Director
TAM S.A.
By:	/s/ Libano Miranda Barroso		/s/ Marco Antonio Bologna
	Name:	Libano Mirando Barroso	Marco Antonio Bologna
	Title:	Financial Director and Director	President Director
		of Relationship with Investors
TAM LINHAS AÉREAS S.A.
By:	/s/ Egberto Vieira Lima		/s/ Libano Miranda Barroso
	Name:	Egberto Vieira Lima	Libano Mirando Barroso
	Title:	Director	Director
Witnesses:
By:	/s/ Deise Dorna de Oliveira
	Name:	Deise Dorna de Oliveira
		RG 15.788.348-6 / SSP-SP
		CIC 082.376.888-05
By:	/s/ Sandoval Martins Pereira
	Name:	Sandoval Martins Pereira
		RG 18 788 294
		CPF 129 731 538.32

Confirmed and accepted as of   the date first above written: Accepted as of the date hereof By: Citigroup Global Markets Inc.
By:	/s/ Chris Gilford
	Name:
	Title:
Accepted as of the date hereof By: UBS Securities LLC
By:	/s/ Antonio Castano
	Name:	Antonio Castano
	Title:	Executive Director
By:	/s/ Marina Nakano
	Name:	Marina Nakano
	Title:	Director

New York All Purpose Acknowledgement

STATE OF NEW YORK	)
	)
COUNTY OF NEW YORK	)

     On the 25th day of April, 2007, before me, the undersigned, a Notary Public in and for the said State and County, personally appeared Chris Gilford, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. who being duly sworn, did say that such person is

/s/ John W. Scannell

Notary Public

Printed Name: John W. Scannell
License No.: 02SC5075585
My Commission Expires: April 7, 2011

STATE OF NEW YORK		)
	: ss.
COUNTY OF NEW YORK		)

     On this 24 day of April, 2007, before me, a notary public within and for said country, personally appeared Antonio Castano, to me personally known who being duly sworn, did say that such person is Executive Director and authorized signatory of UBS Securities LLC, which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

By	/s/ Rosemary Mancuso
(Notary Public)
Name:
Rosemary Mancuso
Notary Public, State of Connecticut
My Commission Expires Oct. 31, 2008

My Commission Expires:
(SEAL)

STATE OF NEW YORK		)
	: ss.
COUNTY OF NEW YORK		)

     On this 24 day of April, 2007, before me, a notary public within and for said country, personally appeared Marina Nakano, to me personally known who being duly sworn, did say that such person is Director and authorized signatory of UBS Securities LLC, which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

By	/s/ Rosemary Mancuso
(Notary Public)
Name:
Rosemary Mancuso
Notary Public, State of Connecticut
My Commission Expires Oct. 31, 2008

My Commission Expires:

(SEAL)

EX-5.1

Exhibit 5.1

August 31, 2007

TAM Capital Inc.
c/o Ogier Fiduciary Services (Cayman) Limited
Queensgate House
South Church Street
PO Box 1234
Grand Cayman KY1-1108
Cayman Islands

TAM S.A.
Av. Jurandir, 856, Lote 4, 1° andar
04072-000, São Paulo, SP
Federative Republic of Brazil

TAM Linhas Aéreas S.A.
Av. Jurandir, 856, Lote 4, 2° andar
04072-000, São Paulo, SP
Federative Republic of Brazil

The Bank of New York
101 Barclay Street – 7 East
New York, New York 10286

Re: TAM S.A.

Ladies and Gentlemen:

     We have acted as special counsel as to the laws of the State of New York to TAM Capital Inc. (the “Issuer”) and to TAM S.A. and TAM Linhas Aéreas S.A. (the “Guarantors”) in connection with the registration statement on Form F-4 (the “Registration Statement”) filed on the date hereof by the Issuer and the Guarantors with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is being filed in connection with the proposed offer to exchange (the “Exchange Offer”) up to U.S.$300,000,000 of the Issuer’s 7.375% Senior Guaranteed Notes due 2017 (the “Exchange Notes”) that have been registered under the Securities Act for an equal principal amount of the Issuer’s outstanding U.S.$300,000,000 7.375% Senior Guaranteed Notes due 2017 (the “Unregistered Notes”). The Unregistered Notes were issued, and the Exchange Notes are to be issued, pursuant to an indenture dated as of April 25, 2007 (the “Indenture”) among the Issuer, the Guarantors, The Bank of New York (the “Trustee”) and The Bank of New York (Luxembourg) S.A. Pursuant to the Indenture, the Guarantors will unconditionally guarantee all of the Issuer’s

Page 2

August 31, 2007

obligations under the Exchange Notes. In this opinion, we refer to the Issuer and the Guarantors, collectively, as the “Issuers.”

     In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction of the Registration Statement, the Indenture and the form of Exchange Notes. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate, in connection with the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have assumed that the opinions of Machado, Meyer, Sendacz e Opice Advogados and Ogier referred to below are correct in all material respects. We have also assumed that each of the parties to the documents examined has all requisite power and authority to execute, deliver and perform its obligations under the respective documents, and to effect the transactions contemplated thereby. We have further assumed that each of the documents examined (i) has been duly authorized, executed and delivered by each of the parties thereto in accordance with the law of its jurisdiction of organization, other than as to the laws of the State of New York, and (ii) constitutes the valid binding and enforceable obligation of each such party, other than in respect of the Issuers as to the laws of the State of New York.

     Based on the foregoing, and such examination of law as we have deemed necessary, we are of the opinion that:

(i) the Exchange Notes, when executed and delivered by the Issuer, and authenticated by the Trustee, in accordance with the terms of the Exchange Offer and the Indenture, will be legally binding and valid obligations of the Issuers, entitled to the benefits of the Indenture and enforceable against the Issuers in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(ii) the guarantees of the Exchange Notes, when the Exchange Notes are authenticated by the Trustee and executed and delivered in accordance with the terms of the Exchange Offer and the Indenture, will be legally binding and valid obligations of the Guarantors, enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     We express no opinion as to Section 11.06 (Currency Indemnity) of the Indenture providing for any currency indemnity.

     The opinions set forth in this letter relate only to the laws of the State of New York and we express no opinion as to the laws of another jurisdiction and we assume no responsibility for the applicability or effect of the law of any other jurisdiction.

Page 3

August 31, 2007

     To the extent that opinions set forth in this letter relate to the laws of the Federative Republic of Brazil, we have relied on the opinion of Machado, Meyer, Sendacz e Opice Advogados to you dated August 31, 2007 in expressing such opinions. To the extent that any opinions stated herein are dependent on the laws of the Cayman Islands, we have relied on the opinion of Ogier to you dated August 31, 2007 in expressing such opinions.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to this firm in the Registration Statement and the related prospectus under the heading “Legal Matters”. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

     This opinion is given solely for your benefit and may not be furnished to or relied upon by any other person for any purpose without our prior written consent in each instance.

Very truly yours,

/s/ Clifford Chance US LLP

Clifford Chance US LLP

EX-5.2

Exhibit 5.2

Direct line: 345 914 1656
Direct Email: catherine.pham@ogier.com
Reference: 2991-0002/GGS/SG/CP

August 31, 2007

TAM Capital Inc.
c/o Ogier Fiduciary Services (Cayman) Limited
Queensgate House
South Church Street
PO Box 1234
Grand Cayman KY1-1108
Cayman Islands

TAM S.A.
Av. Jurandir, 856
Lote 4, 1° andar
04072-000, São Paulo, SP
Federative Republic of Brazil

TAM Linhas Aéreas S.A.
Av. Jurandir, 856
Lote 4, 1° andar
04072-000, São Paulo, SP
Federative Republic of Brazil

The Bank of New York
Corporate Trust Administration — Global Finance Americas
101 Barclay Street, Floor 4 East
New York, New York 10286

Dear Sirs,

TAM Capital Inc. (the “Company”)

1 Request for Opinion

Ogier	www.ogier.com
Queensgate House	A list of Partners may be
PO Box 1234	inspected on our website
Grand Cayman KY1-1108
Cayman Islands
Tel +1 345 949 9876
Fax +1 345 949 9877

British Virgin Islands • Cayman Islands • Guernsey • Hong Kong •  Ireland •  Jersey • London • Montevideo • New Zealand

Page 2 of 12

August 31, 2007
TAM Capital Inc.

1.1 We have been requested to provide you with a legal opinion on matters of Cayman Islands law in connection with the Registration Statement on Form F-4 (the “Registration Statement”) filed with the United States Securities and Exchange Commission on August 31, 2007 by the Company, in relation to the Company’s offer to exchange up to U.S.$300,000,000 aggregate principal amount of its 7.375% Senior Guaranteed Notes due 2017 which are registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for any and all of its 7.375% Senior Guaranteed Notes due 2017 that were issued on April 25, 2007 (the “Initial Notes”).

1.2 All capitalised terms used herein have the respective meanings set forth in the Registration Rights Agreement (as defined in Schedule 1), except to the extent that a contrary indication or definition appears in this opinion or in any Schedule. References herein to a Schedule are references to a schedule to this opinion.

2 Documents Examined

2.1 For the purposes of giving this opinion, we have examined copies or drafts of the documents listed in Part A of Schedule 1 (the “Documents”). In addition, we have examined the corporate and other documents and conducted the searches listed in Part B of Schedule 1.

2.2 We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

3 Assumptions

In giving this opinion, we have relied upon the assumptions set out in Schedule 2, without having carried out any independent investigation or verification in respect of such assumptions.

4 Opinions

On the basis of the examinations and assumptions referred to above and subject to the qualifications set out in Schedule 3 and the limitations set out below, we are of the opinion that:

4.1 the Company has been duly incorporated in the Cayman Islands as an exempted company pursuant to the Companies Law (Revised), is validly existing and, as at the date of the Good Standing Certificate (as defined herein), was in good standing under the laws of the Cayman Islands;

Page 3 of 12

August 31, 2007
TAM Capital Inc.

4.2 the Company has the full power and authority under its memorandum and articles of association to create and execute the Exchange Notes, to issue the Exchange Notes in exchange for Initial Notes and to perform its obligations under the Exchange Notes;

4.3 the Exchange Notes, when duly executed and authenticated in the manner authorised in the Board Minutes and in accordance with the terms of the Indenture and delivered in exchange for the Initial Notes in accordance with the Exchange Offer, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and

4.4 the statements contained in the Prospectus constituting part of the Registration Statement under the caption “Enforcement of Civil Liabilities — Cayman Islands” and “Taxation — Cayman Islands Tax Considerations,” are accurate in so far as such statements constitute a summary of Cayman Islands law.

5 Limitations

We offer no opinion as to:

5.1 any laws other than the laws of the Cayman Islands and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction including, but not limited to, the laws of the State of New York or the federal laws of the United States of America and we express no opinion as to the meaning, validity or effect of references the Exchange Notes to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

5.2 save as expressly provided herein, the commercial terms of, or the validity, enforceability or effect of the Exchange Notes, the accuracy of representations, the fulfillment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Exchange Notes and any agreements into which the Company may have entered or any other documents; or

5.3 as to whether the acceptance, execution or performance of the Company’s obligations under the Exchange Notes will result in the breach of or infringe any other agreement, deed or document (other than the Company’s memorandum and articles of association) entered into by or binding on the Company.

6 Governing Law and Reliance

6.1 This opinion is governed by, and shall be construed in accordance with, the laws of the Cayman Islands and is limited to the matters expressly stated herein. This opinion is

Page 4 of 12

August 31, 2007
TAM Capital Inc.

confined to and given on the basis of the laws and practice in the Cayman Islands at the date hereof. All references in this opinion to specific Cayman Islands legislation shall be to such legislation as amended to the date hereof.

6.2 This opinion is given for your benefit in connection with the Documents and, with the exception of your professional advisers (acting only in that capacity), it may not be disclosed to or relied upon by any person or used for any other purpose or referred to without our prior written consent save that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to us under the captions “Legal Matters” and “Enforcement of Civil Liabilities — Cayman Islands” contained in the Prospectus in such Registration Statement.

Yours faithfully,

/s/ Ogier

OGIER

Page 5 of 12

August 31, 2007
TAM Capital Inc

Schedule 1

Documents Examined

Part A

The Documents

1 A scanned copy of the registration rights agreement dated April 25, 2007 between the Company, TAM S.A., TAM Linhas Aéreas S.A., Citigroup Global markets Inc. and UBS Securities LLC (the “Registration Rights Agreement”);

2 A copy of the Registration Rights Statement; and

3 A scanned copy of the indenture dated as of April 25, 2007 between the Company, TAM S.A., TAM Linhas Aéreas S.A. and The Bank of New York (Luxembourg) S.A. (the “Indenture”).

Part B

Corporate and Other Documents

4 The Certificate of Incorporation of the Company dated April 5, 2007 issued by the registrar of companies in the Cayman Islands (the “Registrar”).

5 The memorandum and articles of association of the Company filed with the Registrar on April 5, 2007.

6 A Certificate of Good Standing (the “Good Standing Certificate”) in respect of the Company dated August 29, 2007 issued by the Registrar.

7 A certificate signed by a director of the Company dated August 29, 2007 in the form annexed hereto (the “Director’s Certificate”) as to certain matters of fact, having attached to it a copy of the minutes of a meeting of the board of directors of the Company held on August 29, 2007 and April 11, 2007 (together, the “Board Minutes”) and a copy of written resolutions of the sole shareholder of the Company passed on April 23, 2007.

Page 6 of 12

August 31, 2007
TAM Capital Inc.

8 The Cause List and Register of Writs and Other Originating Process at the office of the Clerk of Courts in the Cayman Islands as inspected by us on August 30, 2007 (the “Cause List”).

Page 7 of 12

August 31, 2007
TAM Capital Inc.

Schedule 2

Assumptions

1 All copy documents provided to us or relied upon by us (whether in facsimile, electronic or other form) conform to the originals thereof and such originals are authentic and complete and all signatures and seals thereon are genuine.

2 Where any of the Documents have been provided to us in draft or undated form, they will be duly executed, dated and delivered by all parties thereto in materially the same form as that provided to us and that they will be executed by the Company in the manner authorized in the Board Minutes and, where we have been provided with successive drafts of a Document marked to show changes to a previous draft, all such changes have been accurately marked.

3 In resolving that the Company issue the Exchange Notes and exercise its rights and perform its obligations thereunder, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him.

4 The Exchange Notes, when duly executed and unconditionally delivered by the Company in the manner authorized in the Board Minutes and by the other parties thereto, will at all times constitute, legal, valid and binding obligations of all parties thereto, enforceable in accordance with its terms as a matter of all relevant laws (other than the laws of the Cayman Islands).

5 The express choice of the laws of the State of New York as the governing law of the Exchange Notes has been made in good faith and will be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

6 The Company has obtained all authorisations, consents, licences and exemptions of any government or any agency or department thereof or of any other person that it is required to obtain pursuant to the laws of all relevant jurisdictions (other than those of the Cayman Islands) for the legality, validity, enforceability, proper performance and admissibility in evidence of the Documents and any conditions to which they are subject have been and will continue to be satisfied or waived by the parties entitled to the benefit thereof.

7 All notarisations, consularisations, filings, recordings, registrations and enrolments of the Exchange Notes with any court or authority of or in any jurisdiction outside the Cayman

Page 8 of 12

August 31, 2007
TAM Capital Inc.

Islands and all payments outside the Cayman Islands of stamp duty, registration or other tax on or in relation to the Exchange Notes that are necessary to ensure its validity, legality, enforceability or admissibility in evidence have been made or paid.

8 There are no agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the Documents or restrict the powers and authority of the Company in any way.

9 The Company is not a sovereign entity of any state and does not have sovereign immunity for the purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument to the Cayman Islands).

10 Each of the Good Standing Certificate and the Director’s Certificate (and the attachments thereto) is accurate and complete as at the date hereof. Since the date of the Good Standing Certificate and the Director’s Certificate and the date on which we inspected the Cause List, there have been no changes in fact which would affect the opinions expressed hereunder.

11 None of the opinions expressed hereunder will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands and, in particular, but without limitation, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely impact on the capacity or authority of the Company or be contravened by the execution or delivery of the Exchange Notes or any party to the Exchange Notes exercising its rights or performing its obligations thereunder.

12 The Company has, as a matter of fact appointed and has taken all necessary actions to effect and validate the appointment of National Research Corporate Limited as its agent for service of process.

Page 9 of 12

August 31, 2007
TAM Capital Inc.

Schedule 3

Qualifications

1 The term “enforceable” and its cognates, where used in this opinion, means that the relevant obligations are of a type which the courts of the Cayman Islands will enforce, but it does not mean that such obligations will necessarily be enforced in all circumstances or in accordance with their terms. In particular, but without limitation:

(a)	enforcement may be limited by dissolution, bankruptcy, liquidation, reorganisation, insolvency, receivership or other laws of general application relating to, or affecting the rights of, creditors;
(b)	enforcement may be limited by general principles of equity and, in particular, equitable remedies such as specific performance and injunction are discretionary and may not be available where damages are considered to be an adequate remedy;
(c)	claims may be barred under the laws relating to the prescription and limitation of actions or may be subject to the general doctrine of estoppel in relation to representations, acts or omissions of any relevant party or may become subject to the defence of set-off or counterclaim;
(d)	the courts of the Cayman Islands will not enforce provisions of the Exchange Notes to the extent that they may be illegal or contrary to public policy in the Cayman Islands or purport to exclude the jurisdiction of the courts of the Cayman Islands or, if obligations are to be performed in a jurisdiction outside the Cayman Islands, to the extent that such performance would be illegal or contrary to public policy under the laws of that jurisdiction;
(e)	the courts of the Cayman Islands may not enforce provisions of the Exchange Notes to the extent that the transactions contemplated thereunder conflict with or breach economic or other sanctions imposed in respect of certain states or jurisdictions by any treaty, law, order or regulation applicable to the Cayman Islands;
(f)	the enforcement of the obligations of the parties to the Exchange Notes may be limited by the provisions of Cayman Islands law applicable to contracts held to have been frustrated by events happening after their execution;

Page 10 of 12

August 31, 2007
TAM Capital Inc.

(g)	the effectiveness of any provisions in the Exchange Notes exculpating any party from a liability or duty otherwise owed may be limited by law;
(h)	any provisions of the Exchange Notes purporting to provide for a payment to be made in the event of breach of the Exchange Notes would not be enforceable to the extent that the courts of the Cayman Islands were to construe such payment to be a penalty rather than a genuine pre-estimate of loss (and we express no opinion as to whether such provisions do constitute a genuine pre-estimate of loss);
(i)	any provisions of the Exchange Notes purporting to fetter any statutory power of a Cayman Islands company, such as a provision restricting the company’s power to commence its winding up, to alter its memorandum and articles of association or to increase its share capital, may not be enforceable;
(j)	the courts of the Cayman Islands may refuse to give effect to any provisions in an agreement for the payment of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before the courts of the Cayman Islands or where the courts of the Cayman Islands have themselves made an order for costs. In principle, a court of the Cayman Islands will award costs and disbursements in litigation in accordance with contractual provisions in this regard, but the applicable rule of court (Order 62, rule 5 of the Grand Court Rules) has only been in force since 1 January 2002 and there remain uncertainties as to how such rule will be applied in practice. While it is clear that costs incurred prior to judgement can be recovered in accordance with the relevant contract, it is likely that post-judgement costs will be recoverable, if at all, in accordance with the scales laid down in the Court Costs Rules 2001;
(k)	the courts of the Cayman Islands may refuse to give effect to any provisions in an agreement which would involve the enforcement of any foreign revenue or penal laws;
(l)	the courts of the Cayman Islands may refuse to allow unjust enrichment or to give effect to any provisions of an agreement (including provisions relating to contractual interest on a judgment debt) that it considers usurious; and
(m)	enforcement of any obligations may be invalidated or vitiated by reason of fraud, duress, misrepresentation or undue influence.

2 The courts of the Cayman Islands may decline to accept jurisdiction in an action where it determines that there is another more appropriate forum in another jurisdiction or that a court of competent jurisdiction has already made a determination of the relevant matter or

Page 11 of 12

August 31, 2007
TAM Capital Inc.

where there is litigation pending in respect thereof in another jurisdiction or it may stay proceedings if concurrent proceedings are instituted elsewhere. Notwithstanding any provision of the Exchange Notes providing for the exclusive jurisdiction of courts other than those of the Cayman Islands, the courts of the Cayman Islands may not stay proceedings brought in contravention of such a provision (or, as the case may be, refuse leave to serve process outside the Cayman Islands) if the claimant shows that it is just and equitable to allow such proceedings to continue.

3 The question of whether or not any provision of the Exchange Notes which may be invalid on account of illegality may be severed from the other provisions thereof would be determined by the courts of the Cayman Islands in their discretion.

4 Any provision of the Exchange Notes which purports to give conclusive effect to any calculation, determination or certification may be held by the courts of the Cayman Islands not to be conclusive as such courts may review the grounds on which such calculation, determination or certification is made or given.

5 Where any party to the Exchange Notes is vested with a discretion or may determine a matter in its opinion, the courts of the Cayman Islands, if called upon to consider the issue, may require that such discretion is exercised reasonably or that such opinion is based on reasonable grounds.

6 To the extent that the law of the Cayman Islands governs the matter, the waiver or amendment of any of the Exchange Notes may be effected by oral agreement between the parties or by a course of conduct of the parties, notwithstanding any provisions of the Exchange Notes to the contrary.

7 The law of the Cayman Islands may not recognise a difference between negligence and gross negligence.

8 Annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

9 The examination of the Cause List referred to above is not conclusively capable of revealing whether or not there is any current or pending litigation in the Cayman Islands against the Company or any applications for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the

Page 12 of 12

August 31, 2007
TAM Capital Inc.

Company or any of its assets, as notice of these matters might not be entered on the Cause List immediately. We have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI$20,000.

10 Cayman Islands conflict of laws principles are derived from English common law and in the Cayman Islands, as in England, the concept of governing law does not imply that all matters pertaining to a contract or instrument (for example, the assignability of choses in action constituted by another system of law) will necessarily be determined exclusively by its governing law.

11 Stamp duty will be payable if any of the Exchange Notes are executed in, brought to or produced before a court of the Cayman Islands. Such duty will not exceed US$600 for the Exchange Notes.

EX-5.3

Exhibit 5.3

Machado, Meyer, Sendacz e Opice
A D V O G A D O S

Rua da Consolação, 247, 4 º andar
01301-903 São Paulo, SP, Brasil
Tel. 55 11 3150-7000 · Fax 55 11 3150-7071
mmso@mmso.com.br
www.machadomeyer.com.br

BRASÍLIA · RIO DE JANEIRO · SALVADOR · PORTO ALEGRE · NOVA IORQUE · FORTALEZA

São Paulo, August 31, 2007

To
TAM S.A.
Avenida Jurandir, 856, Lote 4, 3º andar
São Paulo, SP
CEP 04072-000

TAM Linhas Aéreas S.A.
Avenida Jurandir, 856, Lote 4, 2º andar
São Paulo, SP
CEP 04072-000

TAM Capital Inc.
c/o Ogier Fiduciary Services (Cayman) Limited
Queensgate House, South Church Street
PO Box 1234, Grand Cayman KY1-1108
Cayman Islands

Re.: TAM Capital Inc. Registration Statement on Form F-4

Dear Sirs,

     We have acted as special Brazilian counsel to TAM S.A., TAM Linhas Aéreas S.A. (the “Guarantors”) and TAM Capital Inc., in connection with the preparation of the above-captioned Registration Statement, as amended (the “Registration Statement”), and the forms of agreements filed as Exhibits thereto (the “Agreements”), pursuant to which TAM Capital Inc. (the “Issuer”) proposes to exchange (the “Exchange Offer”) up to US$300,000,000.00 aggregate principal amount of its 7.375% Senior Guaranteed Securities due 2017, which are unconditionally guaranteed as to payment of principal and interest by the Guarantors (the “Exchange Notes”), for any and all of its 7.375% Senior Guaranteed Securities due 2017 (the “Unregistered Notes”), that were issued on April 25, 2007.

Machado, Meyer, Sendacz e Opice A D V O G A D O S

2

     It is our opinion that, under and with respect to the applicable laws of Brazil, (i) the Guarantees related to the Exchange Notes have been duly authorized and, when the Exchange Notes are executed and delivered by the Company and countersigned by The Bank of New York, as Trustee, pursuant to the Indenture dated as of April 25, 2007, as modified, amended or supplemented from time to time, and delivered to and exchanged for the Unregistered Notes by the holders as contemplated by the Registration Statement, the Exchange Notes will constitute valid and legally binding direct, general and unconditional obligations of the Guarantors and TAM Capital Inc., enforceable in accordance with their terms, and (ii) the statements in the Registration Statement under the caption “Enforceability of Civil Liabilities – Brazil”, to the extent that they constitute summaries of matters of Brazilian law, fairly summarize the matters described therein in all material respects.

     We hereby consent to the filing of this opinion with the Registration Statement and to the reference to ourselves under the caption “Legal Matters” in the Registration Statement.

Very truly yours,


/s/ Machado, Meyer, Sendacz e Opice
 

Machado, Meyer, Sendacz e Opice A D V O G A D O S

3

A d v o g a d o s

EX-8.2

Exhibit 8.2

Machado, Meyer, Sendacz e Opice

A D V O G A D O S

Rua da Consolação, 247, 4 º andar
01301-903 São Paulo, SP, Brasil
Tel. 55 11 3150-7000 · Fax 55 11 3150-7071
mmso@mmso.com.br
www.machadomeyer.com.br
BRASÍLIA · RIO DE JANEIRO · SALVADOR · PORTO ALEGRE · NOVA IORQUE · FORTALEZA

São Paulo, August 31, 2007

To
TAM S.A.
Avenida Jurandir, 856, Lote 4, 3º andar
São Paulo, SP
CEP 04072-000

TAM Linhas Aéreas S.A.
Avenida Jurandir, 856, Lote 4, 2º andar
São Paulo, SP
CEP 04072-000

TAM Capital Inc.
c/o Ogier Fiduciary Services (Cayman) Limited
Queensgate House, South Church Street
PO Box 1234, Grand Cayman KY1-1108
Cayman Islands

Re.: TAM Capital Inc. Registration Statement on Form F-4

Dear Sirs,

     We have acted as special Brazilian counsel to TAM S.A., TAM Linhas Aéreas S.A. (the “Guarantors”) and TAM Capital Inc., in connection with the preparation of the above-captioned Registration Statement, as amended (the “Registration Statement”), and the forms of agreements filed as Exhibits thereto (the “Agreements”), pursuant to which TAM Capital Inc. (the “Issuer”) proposes to exchange (the “Exchange Offer”) up to US$300,000,000.00 aggregate principal amount of its 7.375% Senior Guaranteed Securities due 2017, which are unconditionally guaranteed as to payment of principal and interest by the Guarantors (the “Exchange Notes”), for any and all of its 7.375% Senior Guaranteed Securities due 2017 (the “Unregistered Notes”), that were issued on April 25, 2007.

     In rendering the opinions expressed herein, we have examined originals or copies, certified, or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of rendering this opinion.

Machado, Meyer, Sendacz e Opice A D V O G A D O S

2

     In addition, we have examined the Company’s Registration Statement on Form F-4 relating to the Exchange Offer, filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the U.S. Securities Act 1933, as amended, and the rules and regulations of the Commission thereunder.

     As to questions of fact material to this opinion, we have, with your approval, where relevant facts were not independently established, relied upon, among other things, the representations made in the Registration Statement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Registration Statement.

     Capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Statement.

     The opinions set forth below are based upon the Brazilian Tax Code, as amended (the “Code”), the Brazilian regulations, administrative announcements and rulings and court decisions, all as of the date of this letter.

     Based on and subject to the foregoing, and such examinations of law as we have deemed necessary, it is our opinion that there are good arguments to sustain that no gain or loss will be realized for Brazilian income tax purposes upon an exchange of the Unregistered Notes for the Exchange Notes pursuant to the Exchange Offer.

     However, we have to emphasize the following. Generally, any capital gains generated outside Brazil as a result of a transaction between two non-residents of Brazil with assets not located in Brazil are not directly subject to tax in Brazil. On the other hand, when the assets are located in Brazil, such capital gains are subject to income tax, according to Law No. 10,833, enacted on December 29, 2003 (“Law No. 10,833”). Since the Exchange Notes will be issued abroad and will be registered in Luxembourg, we believe that the Exchange Notes would not fall within the definition of assets located in Brazil for the purposes of Law No. 10,833. However, we cannot assure prospective Non-Brazilian Holders that such interpretation of Law No. 10,833 will prevail in the courts of Brazil. In case the Exchange Notes are deemed to be located in Brazil, gains recognized by a Non-Brazilian Holder upon the sale or other disposition of the Exchange Notes to a Non-Brazilian Holder will be subject to income tax in Brazil at a rate of 15%, or 25% if the Non-Brazilian Holder is located in a tax haven, which is defined, for these purposes, as a country which does not impose any income tax or which imposes it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership.

     A Brazilian holder will have the same basis and holding period in the Exchange Notes that it had in the Unregistered Notes immediately prior to the exchange.

     The opinions set forth in this letter represent our conclusions as to the application of income tax law existing as of the date of this letter to the transactions described herein. We can give no assurance that legislative enactments, administrative changes or court decisions may not

Machado, Meyer, Sendacz e Opice A D V O G A D O S

3

be forthcoming that would modify or supersede our opinions.

     The opinions contained herein are limited to those matters expressly covered; no opinion is to be implied in respect of any other matter. The opinions set forth herein are as of the date hereof and we disclaim any undertaking to update this letter or otherwise advise you as to any changes of law or fact that may hereinafter be brought to our attention. The opinions set forth herein may not be relied on by any person or entity other than you without our prior written consent.

     We hereby consent to the filing of this opinion with the Registration Statement and to the reference to ourselves under the caption “Legal Matters” in the Registration Statement.

Very truly yours,

/s/  Machado, Meyer, Sendacz e Opice
A d v o g a d o s

EX-12

Exhibit 12

TAM S.A.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	At December 31,											At June 30,
Brazilian GAAP	2002			2003		2004		2005		2006		2007
	(in millions of reais, except otherwise stated)
Earnings(1)
Income before income taxes		(871	)		235		498		296		853		50
Fixed charges		324			389		274		299		355		154
Total earnings		(547	)		624		772		595		1,208		204
Fixed charges(2)
Interest costs(3)		133			173		57		90		115		15
Estimated interest within operating lease expenses(4)		191			216		217		209		240		139
Total fixed charges		324			389		274		299		355		154
Ratio of earnings to combined fixed charges(5)(6)					1.60x		2.82x		1.99x		3.40x		1.32x

	At December 31,											At June 30,
U.S. GAAP	2002			2003		2004		2005		2006		2007
	(in millions of reais, except otherwise stated)
Earnings(1)
Income before income taxes		(1,651	)		957		630		644		1,242		323
Fixed charges		353			406		294		329		394		258
Total earnings		(1,298	)		1,363		924		973		1,636		581
Fixed charges(2)
Interest costs(3)		236			284		187		229		267		178
Estimated interest within operating lease expenses(4)		117			122		107		100		127		80
Total fixed charges		353			406		294		329		394		258
Ratio of earnings to combined fixed charges(5)(6)					3.36x		3.14x		2.96x		4.15x		2.25x

(1)	Total earnings is the sum of our income before income taxes and our fixed charges, as defined below.
(2)	Fixed charges is the sum of our interest expenses and our estimated interest within operating lease expenses.
(3)	Relates to interest costs on continuing operations.
(4)	Represents one-third of our operating lease expenses, which is a reasonable approximation of the interest factor included within operating lease expenses.
(5)	Ratio of earnings to combined fixed charges is calculated by dividing total earnings by total fixed changes.
(6)	Due to the loss incurred in 2002, earnings were insufficient to achieve ratio coverage of one- to-one. The amount of earnings required to attain a ratio of one-to-one would be R$871 million (U.S.$451 million) and R$1,651 million (U.S.$855 million), under Brazilian GAAP and U.S. GAAP respectively. In each case, the U.S. dollar figures are based on translations into U.S. dollars at the rate of R$1.93 to U.S.$1.00, which was the U.S. dollar selling rate at June 30, 2007 published by the Central Bank on its electronic information system, SISBACEN, using transaction code PTAX 800, option 5.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of our report dated April 19, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in TAM S.A.’s Annual Report on Form 20-F for the year ended December 31, 2006. We also consent to the references to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers
Auditores Independentes

São Paulo, Brazil
August 31, 2007

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)                     

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. Employer
if not a U.S. national bank)	Identification No.)
One Wall Street
New York, New York	10286
(Address of principal executive offices)	(Zip code)

TAM Capital Inc.
(Exact name of obligor as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Av. Jurandir, 856, Lote 4, 1° andar
04072-000, São Paulo, SP
Federative Republic of Brazil
(Address of principal executive offices)	(Zip code)

7.375% Senior Guaranteed Notes due 2017

(Title of the indenture securities)

TABLE OF CONTENTS

Item 1. General Information.

     Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	-	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
4.	-	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.)
6.	-	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the ___day of August, 2007.

THE BANK OF NEW YORK
By:	/s/ Marcia Nascime
	Name: Marcia Nascime
	Title: Assistant Vice-President

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,729,000
Interest-bearing balances		20,956,000
Securities:
Held-to-maturity securities		1,416,000
Available-for-sale securities		24,732,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		10,454,000
Securities purchased under agreements to resell		157,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		31,260,000
LESS: Allowance for loan and lease losses		281,000
Loans and leases, net of unearned income and allowance		30,979,000
Trading assets		2,764,000
Premises and fixed assets (including capitalized leases)		884,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		284,000
Not applicable
Intangible assets:
Goodwill		2,713,000
Other intangible assets		950,000
Other assets		9,137,000

	Dollar Amounts
	In Thousands
Total assets		108,157,000
LIABILITIES
Deposits:
In domestic offices		29,601,000
Noninterest-bearing		18,755,000
Interest-bearing		10,846,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		53,217,000
Noninterest-bearing		1,965,000
Interest-bearing		51,252,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		1,454,000
Securities sold under agreements to repurchase		101,000
Trading liabilities		2,565,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		3,890,000
Not applicable
Not applicable
Subordinated notes and debentures		2,261,000
Other liabilities		6,362,000
Total liabilities		99,451,000
Minority interest in consolidated subsidiaries		155,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,148,000
Retained earnings		5,676,000
Accumulated other comprehensive income		-408,000
Other equity capital components		0
Total equity capital		8,551,000
Total liabilities, minority interest, and equity capital		108,157,000

     I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,
Chief Financial Officer

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors
Catherine A. Rein

EX-99.1

Exhibit 99.1

TAM CAPITAL INC.

LETTER OF TRANSMITTAL FOR THE
OFFER TO EXCHANGE

7.375% Senior Guaranteed Notes due 2017
that have been registered under the Securities Act of 1933
for any and all
unregistered 7.375% Guaranteed Notes due 2017

Unconditionally guaranteed as to payment of principal
and interest by TAM S.A. and TAM Linhas Aéreas S.A.
(TAM Capital Inc. is a wholly owned subsidiary of TAM Linhas Aéreas S.A.)

Pursuant to the Prospectus dated                                         , 2007

     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2007 UNLESS THE EXCHANGE OFFER IS EXTENDED BY TAM CAPITAL INC. IN ITS SOLE DISCRETION.

Deliver To:

Exchange Agent:
The Bank of New York
101 Barclay Street — 7 East
New York, New York 10286
Attention: Corporate Trust Operations, Reorganization Unit

For Information or Confirmation by Telephone:

     Delivery of this letter of transmittal to an address, or transmission via telegram, telex or facsimile, other than to the exchange agent as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend the use of registered mail with return receipt requested, properly insured. You should read the instructions accompanying this letter of transmittal carefully before you complete this letter of transmittal.

     The undersigned acknowledges that he or she has received the prospectus dated                     , 2007 of TAM Capital Inc. (“TAM Capital”), TAM S.A. and TAM Linhas Aéreas S.A. and this letter of transmittal and the instructions hereto, which together constitute TAM Captal’s offer to exchange 7.375% Senior Guaranteed Notes due 2017 that are registered under the Securities Act of 1933, as amended, for any and all outstanding, unregistered 7.375% Senior Guaranteed Notes due 2017 issued on April 25, 2007, pursuant to a registration statement of which the prospectus is a part. The outstanding, unregistered 7.375% Senior Guaranteed Notes due 2017 have CUSIP numbers 87484E AA9 or G86667 AA3. TAM Capital is a wholly owned subsidiary of TAM Linhas Aéreas S.A.

     The term “Expiration Date” shall mean 5:00 p.m., New York City time, on                     , 2007, unless TAM Capital, in its sole discretion, extends the exchange offer, in which case the term shall mean the latest date and time to which the exchange offer is extended. Whenever we refer to the 7.375% Senior Guaranteed Notes due 2017 registered under the Securities Act, we will refer to them as the “exchange notes” or sometimes as the “New Notes.” Whenever we refer to the unregistered 7.375% Senior Guaranteed Notes due 2017, we will refer to them as the “unregistered notes” or sometimes as the “Old Notes.” All other terms used but not defined herein have the meaning given to them in the prospectus.

     This letter of transmittal is to be used if (1) certificates representing unregistered notes are to be physically delivered to the exchange agent by Holders (as defined below), (2) tender of the unregistered notes is to be made by book-entry transfer to the exchange agent’s account at DTC pursuant to the procedures set forth in the prospectus under “This Exchange Offer — Procedures for Tendering the Existing Exchange Notes” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of the unregistered notes or (3) tender of the unregistered notes is to be made by Holders according to the guaranteed delivery procedures set forth in the prospectus under “This Exchange Offer — Guaranteed Delivery.” Delivery of this letter of transmittal and any other required documents must be made to the exchange agent. Delivery of documents to DTC, Euroclear or Clearstream, Luxembourg does not constitute delivery to the exchange agent.

     The term “Holder” with respect to the exchange offer means any person in whose name unregistered notes are registered on TAM Capital’s agent’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose unregistered notes are held of record by DTC, Euroclear or Clearstream, Luxembourg who desires to deliver such unregistered notes by book-entry transfer at DTC, Euroclear or Clearstream, Luxembourg, as the case may be.

     Any Holder of unregistered notes who wishes to tender his, her or its unregistered notes must, prior to the Expiration Date, either: (a) complete, sign and deliver this letter of transmittal, or a facsimile thereof, to the exchange agent in person or to the address or facsimile number set forth above and tender (and not withdraw) his, her or its unregistered notes, or (b) if a tender of unregistered notes is to be made by book-entry transfer to the account maintained by the exchange agent at DTC, Euroclear or Clearstream, Luxembourg, confirm such book-entry transfer, including the delivery of an agent’s message (a “Book-Entry Confirmation”), in each case in accordance with the procedures for tendering described in the instructions to this letter of transmittal.

     Holders of unregistered notes whose certificates are not immediately available or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this letter of transmittal to be delivered to the exchange agent on or prior to the Expiration Date must tender their unregistered notes according to the guaranteed delivery procedures set forth under the caption “This Exchange Offer — Guaranteed Delivery” in the prospectus. (See Instruction 1 and 2.)

     Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of the unregistered notes validly tendered and not withdrawn and the issuance of the exchange notes will be made promptly following the Expiration Date. For the purposes of the exchange offer, TAM Capital shall be deemed to have accepted for exchange validly tendered unregistered notes when, as and if TAM Capital has given written notice thereof to the exchange agent.

     The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

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     Please read this entire letter of transmittal and the prospectus carefully before checking any box below. The instructions included in this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent. See Instruction 11.

     Holders who wish to accept the exchange offer and tender their unregistered notes must complete this letter of transmittal in its entirety and comply with all of its terms.

     Please list below the unregistered notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $100,000 in principal amount. All other tenders must be in integral multiples of $1,000 in excess thereof.

DESCRIPTION OF UNREGISTERED NOTES

Name(s) and		Certificate
Address(es) of		Number(s)*
Holder(s) (please fill	Type of Security	(attach signed list, if	Aggregate Principal
in, if blank)	Tendered	necessary)	Amount Tendered**

Total principal amount of unregistered securities tendered:

*	Need not be completed by Holders tendering by book-entry transfer.
**	Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such unregistered notes.

o Check here if tendered unregistered notes are being delivered by DTC, Euroclear or Clearstream, Luxembourg to the exchange agent’s account at DTC, Euroclear or Clearstream, Luxembourg and complete the following:

Name of tendering institution:

DTC, Euroclear or Clearstream, Luxembourg book-entry account:

Transaction code no.:

     Holders who wish to tender their unregistered notes and (i) whose unregistered notes are not immediately available, (ii) who cannot deliver their unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or (iii) cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption “This Exchange Offer — Guaranteed Delivery.”

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o Check here if tendered unregistered notes are being delivered pursuant to a notice of guaranteed delivery previously delivered to the exchange agent and complete the following:

Name(s) of holder(s) of unregistered notes:

Window ticket no. (if any):

Date of execution of notice of guaranteed delivery:

Name of eligible institution that guaranteed delivery:

DTC, Euroclear or Clearstream, Luxembourg book-entry account:

If delivered by book-entry transfer:

Name of tendering institution:

o Check here if tendered notes are enclosed herein.

DTC, Euroclear or Clearstream, Luxembourg book-entry account:

Transaction code no.:

o Check here if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

Name:

Address:

Ladies and Gentlemen:

     Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to TAM Capital the principal amount of unregistered notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of unregistered notes tendered hereby in accordance with this letter of transmittal and the accompanying instructions, the undersigned sells, assigns and transfers to, or upon the order of, TAM Capital all right, title and interest in and to the unregistered notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as agent of TAM Capital and as trustee under the indenture for the unregistered notes and the exchange notes) with respect to the tendered unregistered notes with full power of substitution to (i) deliver certificates for such unregistered notes to TAM Capital, or transfer ownership of such unregistered notes on the account books maintained by DTC, Euroclear or Clearstream, Luxembourg, as the case may be, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, TAM Capital and (ii) present such unregistered notes for transfer on the books of TAM Capital and receive all benefits and otherwise exercise all rights of beneficial ownership of such unregistered notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, sell, assign and transfer the unregistered notes tendered hereby and to acquire the

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exchange notes issuable upon the exchange of the unregistered notes, and that TAM Capital will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by TAM Capital. The undersigned also acknowledges that this exchange offer is being made in reliance upon an interpretation by the staff of the Securities and Exchange Commission that the exchange notes issued in exchange for the unregistered notes pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such unregistered notes directly from TAM Capital for resale pursuant to Rule 144A, Regulation S or any other available exemption under the Securities Act or a holder that is an “affiliate” of TAM Capital as defined in Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired by a non-affiliate in the ordinary course of such holder’s business and such holders are not participating, and have no arrangement or understanding with any person to participate in the distribution of such exchange notes.

     The undersigned Holder represents and warrants that:

(a)	the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder;
(b)	neither the undersigned Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;
(c)	neither the undersigned Holder nor any other recipient is an “affiliate” of TAM Capital as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
(d)	if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with TAM Capital or any “affiliate” of TAM Capital as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;
(e)	if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the exchange offer; and
(f)	the undersigned Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

     By acknowledging that you, as such a broker-dealer, will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

     The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or TAM Capital to be necessary or desirable to complete the exchange, assignment and

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transfer of the unregistered notes tendered hereby or transfer of ownership of such unregistered notes on the account books maintained by a book-entry transfer facility.

     The undersigned understands and agrees that TAM Capital reserves the right not to accept tendered unregistered notes from any tendering Holder if TAM Capital determines, each in its sole and absolute discretion, that its ability to proceed with the exchange offer would be impaired by a pending or threatened action or proceeding with respect to the exchange offer or that such acceptance could result in a violation of applicable securities laws.

     For purposes of the exchange offer, TAM Capital shall be deemed to have accepted validly tendered unregistered notes when, as and if TAM Capital has given oral (promptly confirmed in writing) or written notice thereof to the exchange agent. If any tendered unregistered notes are not accepted for exchange pursuant to the exchange offer for any reason, such unaccepted or non-exchanged unregistered notes will be returned to the address shown below or to a different address as may be indicated herein under “Special Delivery Instructions,” without expense to the tendering Holder thereof, (or, in the case of tender by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described in the prospectus under the “This Exchange Offer — Book-Entry Transfer,” such non-exchanged notes will be credited to an account maintained with such book-entry transfer facility) as promptly as practicable after the expiration or termination of the exchange offer.

     The undersigned understands and acknowledges that TAM Capital reserves the right in its sole discretion to purchase or make offers for any unregistered notes that remain outstanding subsequent to the Expiration Date or, as set forth in the prospectus under the caption “This Exchange Offer — Expiration Date; Extensions; Amendment,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

     The undersigned understands that tenders of unregistered notes pursuant to the procedures described under the caption “This Exchange Offer — Procedures for Tendering the Existing Exchange Notes” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and TAM Capital upon the terms and subject to the conditions of the exchange offer. The undersigned also agrees that acceptance of any tendered unregistered notes by TAM Capital and the issuance of exchange notes in exchange therefor shall constitute performance in full by TAM Capital, TAM S.A. and TAM Linhas Aéreas S.A. of their respective obligations under the exchange offer and Registration Rights Agreement and that, upon the issuance of the exchange notes, TAM Capital, TAM S.A. and TAM Linhas Aéreas S.A. will have no further obligations or liabilities thereunder (except in certain limited circumstances).

     All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this letter of transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the prospectus and in this letter of transmittal.

     By acceptance of the exchange offer, each broker-dealer that receives exchange notes pursuant to the exchange offer hereby acknowledges and agrees that, upon the receipt of notice by TAM Capital of the happening of any event that makes any statement in the prospectus untrue in any material respect or that requires the making of any changes in the prospectus in order to make the statements therein not misleading (which notice TAM Capital agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the prospectus until TAM Capital has amended or supplemented the

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prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

     Unless otherwise indicated under “Special Registration Instructions,” please issue the certificates representing the exchange notes issued in exchange for the unregistered notes accepted for exchange and return any unregistered notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of unregistered notes tendered by DTC, Euroclear or Clearstream, Luxembourg, by credit to the respective account at DTC, Euroclear or Clearstream, Luxembourg). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the exchange notes issued in exchange for the unregistered notes accepted for exchange and return any unregistered notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC, Euroclear or Clearstream, Luxembourg. In the event that both “Special Registration Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the exchange notes issued in exchange for the unregistered notes accepted for exchange and return any unregistered notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that TAM Capital has no obligations pursuant to the “Special Registration Instructions” and “Special Delivery Instructions” to transfer any unregistered notes from the name of the registered holder(s) thereof if TAM Capital does not accept for exchange any of the unregistered notes so tendered.

     Holders who wish to tender the unregistered notes and (1) whose unregistered notes are not immediately available or (2) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the expiration date may tender their unregistered notes according to the guaranteed delivery procedures set forth in the prospectus under the caption “This Exchange Offer — Guaranteed Delivery.” (See Instruction 2.)

PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES.

(To be completed by all tendering Holders of unregistered notes regardless
of whether unregistered notes are being physically delivered herewith)

     This letter of transmittal must be signed by the registered Holder(s) of unregistered notes exactly as its (their) name(s) appear(s) on certificate(s) of unregistered notes or, if tendered by a participant in DTC, Euroclear or Clearstream, Luxembourg, exactly as such participant’s name appears on its security position listing it as the owner of unregistered notes, or by the person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If the unregistered notes to which this letter of transmittal relates are held of record by two or more joint Holders, then all such Holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to TAM Capital of such person’s authority to so act. (See Instruction 6.) If the signature appearing below is not that of the registered Holder(s) of the unregistered notes, then the registered Holder(s) must sign a valid proxy.

	Date:
	Date:
Signature(s) of Holder(s) or

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Authorized Signatory
Name(s):	Address:
(please print)	(including zip code)
Capacity(ies):	Area code and
	telephone no.:
Employer Identification or Social Security
Number(s):

[Complete Substitute Form W-9 below.]

SIGNATURE GUARANTEE
(See Instruction 1 herein)
Certain signatures must be guaranteed by an Eligible Institution

(Name of Eligible Institution guaranteeing signatures)

(Address (including zip code) and telephone number (including area code) of firm)

(Authorized signatures)

(Printed names)

(Titles)

     Date:

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SPECIAL REGISTRATION INSTRUCTIONS (See Instruction 7 herein)

SPECIAL DELIVERY INSTRUCTIONS (See Instruction 7 herein)

To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or the exchange notes issued pursuant to the exchange offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Unregistered Notes” within this letter of transmittal, or if exchange notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC, Euroclear or Clearstream, Luxembourg other than the account indicated above.

To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be sent to, or the exchange notes issued pursuant to the exchange offer are to be sent to someone other than, the person or persons whose signature(s) appear(s) within this letter of transmittal, or to an address different from that shown in the box entitled “Description of Unregistered Notes” within this letter of transmittal, or to be credited to an account maintained at DTC, Euroclear or Clearstream, Luxembourg other than the account indicated above.

Name:		Name:
	(please print)		(please print)
Address:		Address:
	(please print)		(please print)
	(zip code)		(zip code)
Employer Identification or Social Security Number (See Substitute Form W-9 herein)		Employer Identification or Social Security Number (See Substitute Form W-9 herein)

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

     1. Guarantee of Signatures. Signatures on this letter of transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”) unless the unregistered notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC, Euroclear or Clearstream, Luxembourg whose name appears on a security position listing as the owner of unregistered notes) who has not completed the box set forth herein entitled “Special Registration Instructions” or “Special Delivery Instructions” of this letter of transmittal or (ii) for the account of an Eligible Institution.

     2. Delivery of this Letter of Transmittal and Unregistered Notes. Certificates for the physically tendered unregistered notes (or a confirmation of a book-entry transfer to the exchange agent at DTC, Euroclear or Clearstream, Luxembourg of all unregistered notes tendered electronically), as well as, in the case of physical delivery of unregistered notes, a properly completed and duly executed copy of this letter of transmittal or facsimile hereof and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered unregistered notes, this letter of transmittal and all other required documents, or book-entry transfer and transmission of an Agent’s Message by a DTC, Euroclear or Clearstream, Luxembourg participant, to the exchange agent are at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or unregistered notes should be sent to TAM Capital, DTC, Euroclear or Clearstream, Luxembourg.

     The exchange agent will make a request to establish an account with respect to the unregistered notes at DTC, Euroclear or Clearstream, Luxembourg for purposes of the exchange offer promptly after receipt of the prospectus, and any financial institution that is a participant in DTC, Euroclear or Clearstream, Luxembourg may make book-entry delivery of unregistered notes by causing DTC, Euroclear or Clearstream, Luxembourg, as the case may be, to transfer such unregistered notes into the exchange agent’s account at DTC, Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with the relevant entity’s procedures for transfer. However, although delivery of unregistered notes may be effected through book-entry transfer at DTC, Euroclear or Clearstream, Luxembourg, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address specified on the cover page of the letter of transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

     A Holder may tender unregistered notes that are held through DTC by transmitting its acceptance through DTC’s Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the exchange agent for its acceptance. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the unregistered notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and

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TAM Capital may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth on pages 5 and 6 of this letter of transmittal are true and correct.

     Holders of unregistered notes held through Euroclear or Clearstream, Luxembourg are required to use book-entry transfer pursuant to the standard operating procedures of Euroclear or Clearstream, Luxembourg, as the case may be, to accept the exchange offer and to tender their unregistered notes. A computer-generated message must be transmitted to Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of a letter of transmittal, in order to tender the unregistered notes in the exchange offer.

     Holders who wish to tender their unregistered notes and (i) whose unregistered notes are not immediately available or (ii) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their unregistered notes and follow the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined above) or pursuant to the DTC, Euroclear or Clearstream, Luxembourg standard operating procedures; (ii) prior to the Expiration Date, the exchange agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the unregistered notes, the certificate number or numbers of such unregistered notes and the principal amount of unregistered notes tendered, stating that the tender is being made thereby and guaranteeing that within three (3) business days after the Expiration Date, this letter of transmittal (or copy thereof) together with the certificate(s) representing the unregistered notes (or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC, Euroclear or Clearstream, Luxembourg) and any of the required documents will be deposited by the Eligible Institution with the exchange agent and (iii) such properly completed and executed letter of transmittal (or copy thereof), as well as all other documents required by this letter of transmittal and the certificate(s) representing all tendered unregistered notes in proper form for transfer or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC, Euroclear or Clearstream, Luxembourg, must be received by the exchange agent within three (3) business days after the Expiration Date, all as provided in the prospectus under the caption “This Exchange Offer—Guaranteed Delivery Procedures.” Any Holder of unregistered notes who wishes to tender his unregistered notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request to the exchange agent, a notice of guaranteed delivery will be sent to Holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

     All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered unregistered notes or this letter of transmittal will be determined by TAM Capital in its sole discretion, which determination will be final and binding. All tendering Holders, by execution of this letter of transmittal (or copy hereof), shall waive any right to receive notice of the acceptance of the unregistered notes for exchange. TAM Capital reserves the absolute right to reject any and all unregistered notes or letter of transmittal not properly tendered or any tenders TAM Capital’s acceptance of which would, in the opinion of counsel for TAM Capital, be unlawful. TAM Capital also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. TAM Capital’s interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as TAM Capital shall determine. Although TAM Capital intends to notify Holders of defects or irregularities with respect to tenders of unregistered notes, none of TAM Capital, the exchange agent or

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any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes, nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering Holders of unregistered notes, unless otherwise provided in this letter of transmittal, as soon as practicable following the Expiration Date.

     3. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or the number of the unregistered notes should be listed on a separate signed schedule attached hereto.

     4. Tender by Holder. Except in limited circumstances, only a registered Holder of unregistered notes or a Euroclear, Clearstream, Luxembourg, or DTC participant listed on a securities position listing furnished by Euroclear, Clearstream, Luxembourg, or DTC with respect to the unregistered notes may tender its unregistered notes in the exchange offer. Any beneficial owner of unregistered notes who is not the registered Holder and is not a Euroclear, Clearstream, Luxembourg, or DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this letter of transmittal on such beneficial owner’s behalf or must, prior to completing and executing this letter of transmittal and delivering his, her or its unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such unregistered notes.

     5. Partial Tenders; Withdrawals. Tenders of unregistered notes will be accepted only in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of any unregistered notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the chart entitled “Description of Unregistered Notes.” The entire principal amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all unregistered notes is not tendered, unregistered notes for the principal amount of unregistered notes not tendered and a certificate or certificates representing exchange notes issued in exchange of any unregistered notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this letter of transmittal or unless tender is made through DTC, Euroclear or Clearstream, Luxembourg promptly after the unregistered notes are accepted for exchange.

     Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of unregistered notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must (1) specify the name of the person having deposited the unregistered notes to be withdrawn (the “Depositor”), (2) identify the unregistered notes to be withdrawn (including the certificate number or numbers and principal amount of such unregistered notes, or, in the case of unregistered notes transferred by book-entry transfer, the name and number of the account at Euroclear, Clearstream, Luxembourg, or DTC to be credited), (3) be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such unregistered notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the registrar with respect to the unregistered notes register the transfer of such unregistered notes into the name of the person withdrawing the tender and (4) specify the name in which any such unregistered notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by TAM Capital, whose determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the

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exchange offer and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Any unregistered notes which have been tendered but which are not accepted for exchange by TAM Capital will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn unregistered notes may be re-tendered by following one of the procedures described in the prospectus under “This Exchange Offer — Procedures for Tendering the Existing Exchange Notes” at any time prior to the Expiration Date.

     6. Signatures on the Letter of Transmittal; Bond Powers and Endorsements. If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) of the unregistered notes tendered hereby, the signature must correspond with the name(s) as written on the face of the unregistered notes without alteration, enlargement or any change whatsoever.

     If any of the unregistered notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

     If a number of unregistered notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this letter of transmittal as there are different registrations of unregistered notes.

     If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on the security listing as the owner of the unregistered notes) of unregistered notes tendered and the certificate(s) for exchange notes issued in exchange therefor is to be issued (or any untendered principal amount of unregistered notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered unregistered senior note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the unregistered notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

     If this letter of transmittal (or a copy hereof) is signed by a person other than the registered Holder(s) of unregistered notes listed therein, such unregistered notes must be endorsed or accompanied by properly completed bond powers which authorize such person to tender the unregistered notes on behalf of the registered Holder, in either case signed as the name of the registered Holder or Holders appears on the unregistered notes.

     If this letter of transmittal (or a copy hereof) or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by TAM Capital, evidence satisfactory to TAM Capital of their authority to so act must be submitted with this letter of transmittal.

     Endorsements on unregistered notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

     7. Special Registration and Delivery Instructions. Tendering Holders should indicate, in the applicable spaces, the name and address to which exchange notes or substitute unregistered notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the unregistered notes through DTC, Euroclear or Clearstream, Luxembourg, if different from the account maintained at DTC, Euroclear or Clearstream, Luxembourg indicated above). In the case of issuance in a

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different name, the taxpayer identification or social security number of the person named must also be indicated.

     8. Transfer Taxes. TAM Capital will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. If, however, certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the unregistered notes tendered hereby, or if tendered unregistered notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of unregistered notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

     9. Waiver of Conditions. TAM Capital reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the exchange offer in the case of any unregistered notes tendered.

     10. Mutilated, Lost, Stolen or Destroyed Unregistered Notes. Any tendering Holder whose unregistered notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated herein for further instruction.

     11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the prospectus or this letter of transmittal may be directed to the exchange agent at the address specified in the prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

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(DO NOT WRITE IN SPACE BELOW)

Certificate surrendered Unregistered notes tendered Unregistered notes accepted

Delivery Prepared by                                                        Checked by                                                    Date                                     

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The exchange agent for the exchange offer is:

The Bank of New York

101 Barclay Street — 7 East
New York, New York 10286

For Information or Confirmation by Telephone:
Telephone: +1 212-815-4991
Attention: Corporate Trust Operations, Reorganization Unit

     All unregistered notes must be tendered by book-entry transfer in accordance with the standard operating procedures of DTC, Euroclear or Clearstream, Luxembourg. Holders who wish to be eligible to receive exchange notes for their unregistered notes pursuant to the exchange offer must validly tender (and not withdraw) their unregistered notes to DTC, Euroclear or Clearstream, Luxembourg, as the case may be, prior to the Expiration Date or provide notice of guaranteed delivery to the exchange agent as described herein.

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

TAM Capital Inc.

Offer to Exchange its
7.375% Senior Guaranteed Notes due 2017
for
7.375% Senior Guaranteed Notes due 2017

Unconditionally Guaranteed by
TAM S.A. and TAM Linhas Aéreas S.A.

     This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company’s (as defined below) unregistered 7.375% Senior Guaranteed Notes due 2017 (the “Old Notes”) are not immediately available, (ii) Old Notes and the Letter of Transmittal cannot be delivered to The Bank of New York (the “Exchange Agent”) on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (followed by delivery of original), overnight courier, telex, telegram or mail to the Exchange Agent. See “The Exchange Offer-Guaranteed Delivery Procedures”) in the Prospectus dated                     , 2007 (which, together with the related Letter of Transmittal, constitutes the “Exchange Offer”) of TAM Capital Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), TAM S.A. and TAM Linhas Aéreas S.A.

The Exchange Agent for the Exchange Offer is:

The Bank of New York

By Hand or Overnight Delivery:	Facsimile Transmissions:	By Registered or Certified Mail:
	(Eligible Institutions Only)
The Bank of New York		The Bank of New York
	(212) ___-___
Attn:	To Confirm by Telephone or for Information Call: (212) ___-___	Attn:

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES, IF A SIGNATURE ON LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL.

2

PLEASE SIGN AND COMPLETE

Name(s) of Registered Holder(s):	Authorized Signature(s):
Address:	Principal Amount of Old Notes Tendered:
	Certificate No.(s) of Old Notes if available:
(Zip Code)
	Date:
Area Code and Telephone Number:
	If Old Notes Will Be Delivered By Book-Entry Transfer at the Depositary Trust Company, Insert Depositary Account No.:

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to be used for Signature Guarantee)

     The undersigned, a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the certificates for all physically tendered Old Notes, in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:

3

Address:			(Authorized Signature)
		Title:
	(Zip Code)	Name:
Area Code and Telephone Number:
			(Please type or print)
		Date:

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

4

EX-99.3

Exhibit 99.3

TAM Capital Inc.

Offer to Exchange its
7.375% Senior Guaranteed Notes due 2017
for
7.375% Senior Guaranteed Notes due 2017

Unconditionally Guaranteed by
TAM S.A. and TAM Linhas Aéreas S.A.

Pursuant to the Prospectus
Dated                                         , 2007

To Our Clients:

     Enclosed is a Prospectus, dated                                         , 2007 of TAM Capital Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), TAM S.A. and TAM Linhas Aéreas S.A., and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange registered 7.375% Senior Guaranteed Notes due 2017 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding, unregistered 7.375% Senior Guaranteed Notes due 2017 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

     Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                                         , 2007 unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

     We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, and (ii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of

such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

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EX-99.4

Exhibit 99.4

FORM OF LETTER TO NOMINEES

TAM Capital Inc.

Offer to Exchange its
7.375% Senior Guaranteed Notes due 2017
for
7.375% Senior Guaranteed Notes due 2017

Unconditionally Guaranteed by
TAM S.A. and TAM Linhas Aéreas S.A.

Pursuant to the Prospectus
Dated                                         , 2007

To Registered Holders and The Depository
Trust Company Participants:

     Enclosed are the materials listed below relating to the offer by TAM Capital Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), to exchange new registered 7.375% Senior Guaranteed Notes due 2017 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding, registered 7.375% Senior Guaranteed Notes due 2017 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Prospectus dated                                         , 2007, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

     Enclosed herewith are copies of the following documents:

1.	Prospectus dated                                         , 2007;
2.	Letter of Transmittal;
3.	Notice of Guaranteed Delivery;
4.	Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and
5.	Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

     We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                                         , 2007 unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, and (ii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

THE BANK OF NEW YORK

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF TAM CAPITAL INC., TAM S.A., TAM LINHAS AÉREAS S.A. OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.5

Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF

TAM Capital Inc.

Offer to Exchange its
7.375% Senior Guaranteed Notes due 2017
for
7.375% Senior Guaranteed Notes due 2017

Unconditionally Guaranteed by
TAM S.A. and TAM Linhas Aéreas S.A.

Pursuant to the Prospectus
Dated                                         , 2007

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges receipt of the Prospectus dated                                         , 2007 (the “Prospectus”) of TAM Capital Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), TAM S.A. and TAM Linhas Aéreas S.A. and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange new 7.375% Senior Guaranteed Notes due 2017 (“New Notes”) for its unregistered 7.375% Senior Guaranteed Notes due 2017 (“Old Notes”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

     This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

     The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in the amount):

     $                     of the 7.375% Senior Guaranteed Notes due 2017

     With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

     To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

     $                     of the 7.375% Senior Guaranteed Notes due 2017

     NOT to TENDER any Old Notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained

in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, and (ii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

Form of Instructions

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Account Number:

Taxpayer Identification or Social Security Number:

Date

EX-99.6

Exhibit 99.6

September __, 2007

EXCHANGE AGENT AGREEMENT

The Bank of New York
101 Barclay Street, 4E
New York, New York 10286
Attention: Global Finance Americas

Ladies and Gentlemen:

     TAM Capital Inc. a Cayman Island corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its registered 7.375% Senior Guaranteed Notes due 2017 (the “New Notes”), for a like principal amount of its outstanding unregistered 7.375% Senior Guaranteed Notes due 2017 (the “Old Notes”). The Old Notes were issued and the New Notes will be issued under an indenture dated as of April 25, 2007, among the Company, TAM S.A. and TAM Linhas Aereas S.A., each as a guarantor (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent. The terms and conditions of the Exchange Offer as currently contemplated are set forth in (i) a prospectus dated September ___, 2007 (the “Prospectus”), forming a part of the registration statement of the Company on Form F-4 (File No. [    ]), as amended, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), and (ii) the accompanying Letter of Transmittal, dated September ___, 2007 (the “Letter of Transmittal”), both of which are proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus.

     The Company hereby appoints The Bank of New York to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to The Bank of New York.

     The Exchange Offer is expected to be commenced by the Company on or about September ___, 2007. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Notes tendered in connection therewith.

     The Exchange Offer shall expire at 5:00 p.m., New York City time, on October ___, 2007 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

     The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “This Exchange Offer - Conditions to this Exchange Offer.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or non-acceptance to you as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

          1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “This Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

          2. You will establish a book-entry account with respect to the Old Notes at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.

          3. You are to examine each of the Letters of Transmittal and certificates for Old Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Old Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

          4. With the approval of any Director of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer, you are authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer.

          5. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “This Exchange Offer – Procedures for Tendering the Existing Exchange Notes,” and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

          Notwithstanding the provisions of this Section 5, Old Notes which the President or any Vice President of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

          6. You shall advise the Company with respect to any Old Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes.

          7. You shall accept tenders:

              (a) in cases where the Old Notes are registered in two or more names only if signed by all named holders;

              (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

              (c) from persons other than the registered holder of Old Notes, probided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

          You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the registrar for split-up and return any untendered Old Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

          8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Company, will exchange such Old Notes for New Notes and cause such Old Notes to be cancelled. Delivery of New Notes will be made on behalf of the Company by you at the rate of $1,000 principal

amount of New Notes for each $1,000 principal amount of the corresponding series of Old Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Notes by the Company; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Notes only in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

          9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

          10. The Company shall not be required to exchange any Old Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Notes tendered shall be given (if given orally, to be promptly confirmed in writing) by the Company to you.

          11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “This Exchange Offer — Conditions to this Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.

          12. All certificates for reissued Old Notes, unaccepted Old Notes or for New Notes shall be forwarded by first-class mail.

          13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

          14. As Exchange Agent hereunder you:

               (a) shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement, even if you have been advised of the possibility of such damages and regardless of the form of action;

               (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between you and the Company;

               (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;

               (d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity reasonably satisfactory to you;

               (e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed or presented by the proper person or persons;

               (f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;

               (g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;

               (h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel;

               (i) shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Notes; and

               (j) shall not be responsible for delays or failures in performance resulting from acts beyond your control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes, terrorist attacks or other disasters.

          15. You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Luiz Claudio Mattos de Aguiar, General Counsel.

          16. You shall advise by facsimile transmission the General Counsel of the Company (at the facsimile number +55 11 5582-9593), and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Notes tendered, the aggregate principal amount of Old Notes accepted and deliver said list to the Company.

          17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.

          18. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as shall be agreed in writing between the Company and you. The provisions of this section shall survive the termination of this Agreement.

          19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on

the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities, fees and indemnification as Exchange Agent.

          20. The Company covenants and agrees to fully indemnify and hold you harmless against any and all loss, liability, cost or expense, including attorneys’ fees and expenses, incurred without gross negligence or willful misconduct on your part, arising out of or in connection with your appointment as Exchange Agent and the performance of your duties hereunder, including, without limitation, any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Notes believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Notes; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your gross negligence, willful misconduct or bad faith.

          21. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

          22. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

          23. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.

          24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

          25. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written

instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.

          27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

If to the Company:

TAM Capital Inc.
c/o TAM S.A.
Av. Jurandir, 856
Lote 4, 1° andar
04072-000 São Paulo, SP Brazil

Facsimile: +55 11 5582 9593
Attention: Luiz Claudio Mattos de Aguiar, General Counsel

If to the Exchange Agent:

The Bank of New York
101 Barclay Street, 4E
New York, New York 10286

Facsimile: (212) 815-5802
Attention: Global Finance Americas

          28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 18 and 20 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Notes, funds or property then held by you as Exchange Agent under this Agreement.

          29. This Agreement shall be binding and effective as of the date hereof.

          Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

TAM CAPITAL, INC.
By:
	Name:
	Title:

Accepted as of the date
first above written:

THE BANK OF NEW YORK, as Exchange Agent

By:
	Name:
	Title: